NCLT Permits Shares-to-Guarantee Conversion Process to Proceed Despite Regulatory Objections

In re Bennett Alumni Association (NCLT Allahabad)

The application was filed by Bennett Alumni Association Ltd., a Section 8 company, under Sections 230(1), 66 and 18 of the Companies Act, 2013, seeking approval of a Scheme for reduction of share capital, conversion from a company limited by shares into a company limited by guarantee without share capital, and dispensation of shareholders’ meetings.

The Applicant Company was incorporated on 21.10.2022 to undertake various alumni-related activities connected with Bennett University, including professional networking, academic support, fundraising, scholarships, research collaboration and social initiatives. The company had an authorized, issued, subscribed and paid-up share capital of ₹1 lakh divided into 10,000 equity shares. All four shareholders had provided written consent through affidavits to the proposed scheme.

According to the scheme, the company proposed to reduce its paid-up share capital to nil and convert itself into a company limited by guarantee without share capital. The company stated that its objectives were based on principles of mutuality and fiduciary responsibility for the benefit of alumni, without any business interest. It contended that a guarantee structure was more appropriate because it would avoid creation of property rights while carrying out alumni-related activities. The scheme also contemplated induction of Bennett University as a member and proposed guarantee contributions aggregating ₹1 lakh.

The Regional Director, based on the report of the Registrar of Companies, raised several objections. These included the absence of a special resolution for reduction of share capital, non-filing of Form MGT-14, concerns regarding the company’s financial position and ability to pay off shareholders, and alleged non-compliance with provisions applicable to Section 8 companies, including Rules 21 and 22 of the Companies (Incorporation) Rules, 2014. The Regional Director also questioned whether the proposed restructuring could be undertaken through a scheme under Section 230 and expressed concern that the scheme was attempting to bypass statutory requirements under Sections 8 and 66 of the Companies Act.

In response, the Applicant submitted that the matter was at the first-motion stage and relied upon the decision of the NCLT Bengaluru Bench in the Azim Premji matter. It argued that all shareholders had provided written consent, there were no secured or unsecured creditors, and the company intended to remain a Section 8 company after conversion. The Applicant further contended that Section 18 permits such conversion, although no specific procedure has been prescribed for conversion from a company limited by shares into a company limited by guarantee. It maintained that the proposed scheme was intended solely to change the capital structure while retaining its Section 8 status.

The Tribunal noted the concerns raised by the Regional Director and also observed that compliance issues regarding Section 66, Section 8 requirements, Rules 21 and 22, and filing requirements had been highlighted. The Tribunal had earlier directed the Applicant to clarify these issues. The Applicant subsequently filed a clarification affidavit and reiterated that detailed examination of the scheme could take place at the second-motion stage. No further objections were raised by the Registrar of Companies or the Regional Director on this aspect.

After considering the submissions and documents, the Tribunal held that the request for dispensation of meetings deserved to be allowed. Since all equity shareholders had given their consent through affidavits, the meeting of equity shareholders was dispensed with. As the company had no secured or unsecured creditors, no creditor meetings were required.

Accordingly, the first-motion application was allowed. The Tribunal granted liberty to the Applicant Company to file a second-motion petition and directed that notices be issued to the Regional Director, Registrar of Companies and the Income Tax Department. The Tribunal also directed the Applicant to file necessary affidavits and make appropriate prayers regarding publication and regulatory compliances in the second-motion proceedings. The application was disposed of with these directions.

FULL TEXT OF THE NCLT JUDGMENT/ORDER

1. This Application is filed by the Applicant Company namely; M/s Bennett Alumni Association Ltd (for short hereinafter referred to as Applicant Company), under Sections 230(1), 66 & 18 of the Companies Act, 2013 (the Act) read with Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Rule 11 of the National Company Law Tribunal Rules, 2016 in relation to the Scheme of Reduction of Share Capital and Conversion of the Company limited by shares into a company limited by guarantee and Dispensation of Meetings of the Shareholders. The said Scheme is attached as Annexure-1 of the Application.

2. The Applicant Companies have prayed for the following reliefs: –

1. Dispensing with the requirement of convening meetings of the Shareholders of the Applicant Company.

2. Approve and Sanction the Scheme of Reduction of Capital and Conversion of the Company limited by shares into Guarantee Company without Share Capital; And

3. Direct the Applicant Company to file application, other documents as may be required for the purpose of sanctioning the proposed scheme; and

4. Pass such other and further Orders as this Hon’ble Tribunal may deem fit in the facts and circumstances of the case.

3. M/s BENNETT ALUMNI ASSOCIATION (hereinafter referred to as “the Applicant Company” was incorporated on 21.10.2022 and having Corporate Identification No. as (CIN) U80904UP2022NPL172597 and PAN AALCB1607L having its registered office at Plot No. 8-11, Kasna Techzone- II, Greater Noida, Uttar Pradesh – 201310.

4. The Bennett University is a private university established under the ‘The Bennett University, Greater Noida, Uttar Pradesh Act, 2016 (U.P. Act No. 24 of 2016) effective from 07.08.2016. The Applicant Company is incorporated to carry out the various activities mentioned in the clause-3 of the Memorandum of Association. The Main Objects of the Applicant Company on the date of the Scheme are as under:

a) To enable professional networking among alumnus, among professors with the alumni, as well as networking of existing students with alumni for mutual benefit in academic, professional and/or business areas; including employment network for new graduates or alumni looking for career upgrade/change, and alumni displaced from workforce.

b) To provide a platform for social interactions and special interest groups. To raise funds for the Institute or for Charitable Purposes.

c) To extend academic support to the institute through various networks such as ‘visiting faculty network’, ‘curriculum development network’, ‘distance learning network’ and ‘academic endowment network etc

d) To render assistance to students at the institute through grants, scholarships and prizes and to provide assistance in academics, placement or any other area as appropriate.

e) To provide technical collaboration and other support for cutting-edge applied & industrial research for the global marketplace.

f) To provide technical collaboration and other support by alumni researchers and faculty in top research institutions around the world.

g) To encourage and facilitate the alumni taking up activities that are geared to improve society at large and contribute to national development.

h) To provide group benefits to alumnus like health services, health insurance, medical services etc.

i) The copy of the Memorandum and Articles of Association of the Applicant Company along with MCA Master Data have been annexed as Annexure- 2 (Colly) with the Application.

5. The Applicant Company is a section 8 Company and have only one class
of shareholders i.e. Equity Shareholders. The Paid up Capital of the Company is Rs. 1,00,000/- comprising of 10,000 equity shares of Rs. 10 each. The details of which are given below in the table: –

6. The Authorized Share Capital of the Applicant Company as on 31.03.2023 was Rs. 1,00,000/- (Rupees One Lakh Only) divided into 10,000 (Ten Thousand) equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of Applicant Company as on 31.03.2023 was Rs. 100,000/-(Rupees One Lakh only) divided into 10,000 (Ten Thousand only) equity shares of Rs. 10/- each.

7. The Scheme of Arrangement of Applicant Company with the shareholders was approved and recommended by the Board of Directors of the Applicant Company at the meeting of the Board held on 31.03.2023 and a decision was taken to file this application before this Tribunal for obtaining necessary orders under Section 230(1), 66 and 18 of Companies Act, 2013. The Copy of the Board for Bennett Alumni Association Resolution dated 31.03.2023 passed by the Board of Directors of Applicant Company approving the Scheme of Arrangement has been annexed as Annexure- 3 with the Application.

8. The purpose of the scheme of capital reduction and conversion of company limited by shares to a guarantee company is mentioned in Clause-B of the Scheme which is reproduced below: –

1. This Scheme of Reduction of Capital and conversion of the Company limited by shares into a Guarantee Company without Share Capital is made by BENNETT ALUMNI ASSOCIATION (hereinafter referred to as BAA or ‘the Company’), pursuant to the provisions of sections 230(1), 66 and 18 of the Companies Act, 2013, read with the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016, Rule 3 of Companies (CAA) Rules, 2016 and other applicable provisions, if any. The Scheme provides for re-organization and reduction of equity share capital of the Company and also conversion of ‘company having share capital’ to ‘company limited by guarantee without having share capital’.

2. The Company is intending to convert Bennett Alumni Association (BAA), a section 8 Company, from ‘Company limited by share capital’ to a ‘Company limited by guarantee without share capital’.

3. The paid-up capital of The Company is Rs. 1,00,000/-comprising of 10,000 equity shares of Rs. 10 /- each, as per following details:

4. The Bennett University (BU) has been established at Greater Noida under the Uttar Pradesh Private Universities Act, 2019 (UP Act No. 12 of 2019) with the objective of imparting world class higher education with state of the art infrastructure in India. The Bennett University provides quality education to students comparable to the best in the world and aims to produce ‘life and career ready’ professionals with leadership qualities in the areas of technology, innovation, management and entrepreneurship.

5. The Applicant Company has been incorporated as a facilitating entity of the alumnus of Bennett University to carry out various activities as mentioned in the Part A Clause 4 given above. Since objectives of the applicant company are based on the principle of mutuality between the beneficiaries (the alumnus) and are fiduciary in nature, without having any business interest of whatsoever nature, the Board of Directors of the Company considers it to be more appropriate to have the Company limited by Guarantee without having share capital. As the company acts as enabler for the benefits of alumnus of Bennett University, a company limited by guarantee is more suitable as it will ensure that no property rights are created while discharging its responsibilities and, its activities being primarily intended to be confined to the alumnus of the University.

6. Further, an Alumni Association is typically seen as an entity that is overseen and run by the University as its parent entity, it has been felt necessary to induct Bennett University as member of Bennett Alumni Association.

7. Accordingly as Scheme of Reduction of Capital and conversion of the Company limited by shares into a Guarantee Company without Share Capital is made by BENNETT ALUMNI ASSOCIATION (hereinafter referred to as BAA or ‘the Company’), pursuant to the provisions of sections 230(1), 66 and 18 of the Companies Act, 2013, read with the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016, Rule 3 of Companies (CAA) Rules, 2016 and other applicable provisions, if any. The Scheme provides for re-organization and reduction of equity share capital of the Company and also conversion of ‘company having share capital’ to ‘company limited by guarantee without having share capital’.

9. As on date, there are 4 (Four) equity shareholders in the Applicant Company. All the Equity shareholders of the Applicant Company have given their consent in writing in the form of affidavit to the proposed Scheme of Arrangement, and hence the requirement of calling and convening the meeting of Equity Shareholders be dispensed with. The list of Shareholders as on July 31, 2023 along with their consent to the proposed Scheme of Arrangement are annexed as Annexure- 4 (Colly) with the Application.

10. The Applicant Company as on 31.07.2023 has 3 (Three) Directors on its Board. The list of Directors as on 31.07.2023 of the Applicant Company has been annexed as Annexure- 5 with the Application.

11. As on 31.07.2023, the Applicant Company has ‘Nil’ Secured and Unsecured Creditors except statutory auditors, in relation to their audit fees for the financial year ended 31st March 2023. The Audited Financial Statements as on 31.03.2023 along with Provisional Financial Statements as on 31.07.2023 and Chartered Accountant Certificate certifying the same are annexed as Annexure- 6 (Colly) with the Application.

12. Upon sanction of the scheme, in terms of Section 66 of the Companies Act, 2013, the issued, subscribed and paid-up share capital of the Company shall be reduced from Rs. 1,00,000 (Rupees One Lakh) to ‘NIL’ and entire share capital shall be paid off to the respective shareholders in proportion to their shareholding in the Company.

13. Further, the Company shall be converted into a Company limited by guarantee without Share Capital and following persons undertake to contribute to the assets of the Company at the time of winding up, an aggregate amount up to Rs. 1,00,000/- (Rupees One Lakh Only) in the following manner:

14. It is submitted by the Applicant that no proceedings are pending against the Applicant Company under Section 206 and 229 of the Companies Act, 2013.

15. It is submitted that in terms of the provisions of Section 230(7) and Section 232(3) of the Act, the Applicant Companies have filed Certificates dated 09.6.2023 issued by their Statutory Auditors, certifying that the Scheme is in compliance with the Accounting Standards prescribed under Section 133 of the Act and the same are annexed as Annexure A-6(colly) with Application.

16. This Tribunal vide order dated 11.12.2023 directed the RoC, Uttar Pradesh to file its Report in this instant case. In compliance of the said order, RoC has filed its Report on 23.8.2024 before the Regional Director/(RD) Northern Region, MCA. The RD, Northern Region has filed collated report on 30.8.2024 in compliance of 20.8.2024 passed by this tribunal. The following observation has been recorded in the report: –

“A. As per the report of Registrar of Companies, the applicant Company has filed Annual Return and Balance Sheet up to 2023 and no inspection/investigation follow up against the company is pending. Further, there is no complaint pending against the Applicant Company. However, based on the report(s) furnished by the Registrar of Companies, Kanpur alongwith the copy of petition and annexures thereto, it has emerged that:

i. The latest audited Balance Sheet as at 31.03.2023 and annexures thereto enclosed to the present petition reflects that during the said year, the company has `nil’ revenue from operations and against the paid-up share capital of Rs. 1.00 lac, it has negative reserves & surplus of Rs. 0.89 lacs. The corresponding assets are ‘other current assets’ of Rs. 0.26 lacs which itself indicates that the has almost eroded its net worth. Moreover, as per provisional Balance Sheet as at 31.07.2023, against the paid-up share capital of Rs. 1.00 lac, its accumulated losses have been increased up to Rs. 0.90 lacs apart from outstanding ‘other current liabilities’ of Rs. 40.15 lacs. Although the nature of such liabilities has been disclosed in the said Balance Sheet.

ii. It is humbly submitted that in terms of the provisions of section 66(1) of the Companies Act, 2013, a company limited by shares or limited by guarantee and having a share capital may, by a special resolution, reduce the share capital in the manner prescribed therein. However, in the instant case, it appears that the company has not passed a special resolution with regard to the proposed reduction in share capital as no such e-form MGT-14 alongwith copy of special resolution filed on MCA-21 Portal in terms of the provisions of section 118(3) r/w 189(3) of the Companies Act, 2013. Moreover, Article 37 of the Articles of Association of the company inter alia provides that the company may, by special resolution, reduce its share capital in any manner. Contrary to the above, the company has purportedly obtained consent in writing in the form of affidavit which cannot be termed as compliance of the provisions of section 66(1) r/w 118(3) & 189(3) of the Companies Act, 2013.

iii. Refer to clause 2.12 of the present petition, the entire share capital shall be paid off to the respective shareholders in proportion to the shareholding in the company. In this regard, it is humbly submitted that in terms of the provisions of section 66(1)(b)(ii) of the Companies Act, 2013, the company may pay off any paid-up share capital which is in excess of the wants of the company. However, in the instant case, the audited Balance Sheet as at 31.03.2023 reflects that as on the date of the said Balance Sheet, the company has liquid assets of only Rs. 0.26 lacs in the form of cash and bank balances. Therefore, it could not be ascertained as to how the company will pay off to the respective shareholders. Moreover, provisional Balance Sheet as at 31.07.2023, a sum of Rs. 40.15 lacs payable shown under the head ‘other current liabilities’.

iv. As regards the proposal of conversion of the company into a Guarantee Company without Share Capital under the provisions of section 18 of the Companies Act, 2013, it is humbly submitted that provisions of section 8(4)(ii) of the Companies Act, 1956 inter alia provides that a company registered under the provisions of section 8 of the Companies Act, 2013 may convert itself into company of any other kind only after complying with the conditions prescribed under rules 21 and 22 of the Companies (Incorporation) Rules, 2014 after obtaining the approval of the Central Government by filing relevant e-forms as prescribed with the Central Government and/or with the concerned Registrar of Companies under the relevant provisions of the Companies Act, 2013 and rules made thereunder. However, in the instant case, it appears that neither the company has passed a special resolution at a general meeting for approving such conversion as no such resolution alongwith e-form has been filed on MCA-21 Portal nor the company has furnished a copy of the same, if any, alongwith explanatory statement annexed to the notice with details reasons for opting for such conversion including the reasons as to why the activities for achieving the objects of the company cannot be carried on in the current structure i.e. as a section 8 company and what the privileges or concessions currently enjoyed by the company, such as tax exemptions, approvals for receiving donations or contributions including foreign contributions, land and other immoveable properties, if any, that were acquired by the company at concessional rates or prices or gratuitously and, if so, the market prices prevalent at the time of acquisition and the price that was paid by the company, details of any donations or bequests received by the company with conditions attached to their utilization etc. details of impact of the proposed conversion on the company including details of any benefits that may accrue embers as a result of the conversion.

v. In terms of rule 22 of the Companies (Incorporation) Rules, 2014, the other conditions to be complied with by the companies registered under section 8 seeking conversion into any other kind are also required to submit an application to the Regional Director in the form of INC.19. The Regional Director may also require the applicant to furnish the approval or concurrence of any particular authority for grant of his approval for the conversion and he may also obtain the report from the Registrar.

vi. Refer to clause 9 of the proposed Scheme, upon sanction of this the following persons shall be inducted as members in the following manner:

vii. The petitioner Company in its petition has prima facie failed to justify as to how the proposed change in hand of the shareholders mainly to Bennett University would fall under the provisions of section 230(1) of the Companies Act, 2013 as an arrangement.

viii. In the view of the above facts and circumstances, it is humbly submitted that proposed Scheme of Arrangement in the garb of section 230(1) of the Companies Act, 2013 is an attempt bypass the other disclosures and requirements of the provisions of section 8 and 66 of the Companies Act, 2013. Therefore, this Tribunal may direct the applicant to comply with the relevant provisions of the Companies Act, 2013 and rules made thereunder.”

REJOINDER ON BEHALF OF THE APPLICANT, IN RESPONSE TO THE RD REPORT

In response to the above report of the RD, the Applicant has filed rejoinder dated 8.10.2025 explaining the observation made by the RD against the proposed Scheme. The relevant paras of the rejoinder are reproduced below: –

6. That in reply to the present para it is submitted herein that Company has filed this First Motion Application before this Hon’ble Tribunal seeking dispensation in convening the meetings of their respective shareholders and creditors, if any, in the process of seeking a sanction of the Scheme of Arrangement. In this regard, written consent of all existing shareholders (with list of shareholders) in form of affidavit had already been taken which have been attached with the main application at page No. 53-65. In addition, there are no secured and unsecured creditors and CA certificates are attached thereto with main application are also attached thereto on page no.90-93. In this matter, it is imperative to refer to the precedent set by the Hon’ble National Company Law Tribunal (NCLT), Bengaluru Bench, in the similar case of “Azim Premji Trustee Company Private Limited“, as filed under sections 230(1), 66, and 18 of the Companies Act 2013. The Hon’ble Tribunal, in its considered judgment, issued directions pertinent to the dispensation of calling and convening meetings, as elucidated in para 20 of the citation. Part of the said order is hereby outlined as follow:

“In View of the above, following directions are issued with respect to dispensation of calling and convening the meeting of Equity Shareholders, Secured Creditors and unsecured creditors of Applicant Company are as follows: (a). Since 2 Equity Shareholders of Applicant Company. constituting 100% in shares have given consent to the Scheme, the meeting of the Equity Shareholders of the Company is dispensed. (b). Since there are no Secured Creditors in the Company there is nothing to convene the meeting. (c) Since there are no Unsecured creditors in the Company there is nothing to convene the meeting.”

This judicial pronouncement underscores the Tribunal’s discretion in dispensing with shareholder and creditor meetings under appropriate circumstances where requisite consents are obtained, thereby streamlining the corporate restructuring process in accordance with the provisions of the Companies Act 2013. The copy of the said order is attached herewith and marked as Annexure-D.

Therefore, in light of the aforementioned precedents and directions issued by the Hon’ble NCLT, Bengaluru Bench, it is respectfully submitted that similar dispensation of calling and convening meetings may be considered appropriate and in consonance with established legal principles in the present matter.

7. That in reply to the present para it is submitted herein that the Company’s provisional financial statements as of March 31, 2024 indicate that there are adequate funds available to fulfil the payment obligations to the existing shareholders in proportion to their respective shareholdings. A copy of the audited financial statements as of March 31, 2024, is attached herewith and marked as Annexure E. In addition, details of assets & liabilities are detailed out in form of notes thereto.

8. That in reply to present para it is submitted herein that the RD report has been filed without considering the Scheme and herein trying to mislead and confuse to this Hon’ble Tribunal. the Applicant Company have filed the present Application under Sections 230(1), 66 and 18 of the Companies Act, 2013 read with Rule 3 of the Companies (Compromises, Arrangements, Amalgamation) Rules, 2016 in respect of proposed of Scheme of Arrangement between the Company and its shareholders for reduction of equity share capital of the Company and also conversion of Company having Share Capital’ to ‘Company Limited by Guarantee without having Share Capital. After approval of the Scheme the nature of Applicant Company shall remain same as Section 8 Company and only change will take place that the Company will convert from limited by share to Company limited by Guarantee, Hence, this First Motion Application has been filed before the Hon’ble Tribunal under Sections 230(1), 66 and 18 of the Companies Act, 2013 where a prayer had been made for dispensation in convening the meetings of their respective shareholders and creditors. It is pertinent to mention herein that the Applicant company is duly registered as a Section 8 Company, limited by shares. In this regard, it is pertinent to mention herein that under Section 230 of the Companies Act, 2013, the Petitioner Company and the shareholders entered into a composite scheme of arrangement for reorganizing the shares of the Petitioner Company for converting the same into a company limited guarantee without capital. As the Applicant Company has been incorporated as a facilitating entity of the Alumnus of Bennett University to carry out various activities as mention in clause 4 of Part A of the Scheme. Since objective of the Applicant Company are based on the principle of mutuality between the beneficiaries (“the Alumnus”) and are a fiduciary in nature, without having any business interest of whatsoever in nature. The Applicant Company acts as enabler for the benefits of Alumni of Bennett University, hence a company limited by guarantee is more suitable as it will ensure that no property rights are created while discharging fiduciary responsibilities of a Trustee. Therefore, the formalities prescribed in RD report is not applicable to the Company as nature of the Company shall remain same as Section 8 Company after approval of the Scheme.

9. That in reply to the present Para, reply made in Para 8 is relied upon and not reiterated for the sake of brevity.

10. That in reply to present para it is submitted herein that an alumni association is typically seen as an entity that is overseen and run by the University as its parent entity, it has been felt necessary to induct Bennett University as member of Bennett Alumni Association. Proposed new members undertake to contribute to the Assets of the Company at the time of winding up, an aggregate amount upto Rs.1,00,000/-(Rupees One Lakh Only) in the manner specified in the scheme on conversion of Company from Company limited by share to Company limited by Guarantee. However, Company shall continue to operate as Section 8 Company.

11. That in reply to present para it is submitted herein that Applicant is not trying to bypass the provisions/rules of Companies Act, 2013 as Applicant is a law-abiding entity. Applicant Company has been registered as Company limited by shares and now filed the application for conversion of Company from Company limited by share to Company limited by Guarantee. However, Company shall continue to operate as Section 8 Company. The Applicant Company is a Section 8 Company limited by shares and filed the petition for converting it into company limited by guarantee without changing its status of Section 8 Company in accordance with the Chapter II of the Companies Act and Rules made thereunder. It is pertinent to mention herein that Section 18 of the Companies Act, 2013 allow such conversion however, no specific rule or procedure are well defined and mentioned for such conversion. The Companies Incorporation Rules, 2014 provide for (1) Company by Shares or Guarantee (2) for conversion of company limited by guarantee into company limited by shares through the Companies (Incorporation) third and fourth amendment Rules dated 27th July 2016 and 1st October 2016, but did not provide for conversion of company limited by shares into company limited by guarantee. Therefore, a scheme under section 230 of the Act cannot propounded as short circuit mechanism substituting the power of Central Government to prescribe rules relating to conversion of company of Limited by Shares into Company Limited by Guarantee.

17. While examining the matter, it was found that the Applicant Company is a Section 8 Company and the RD has filed its report and has raised some observations with regard to the fact that in terms of the provisions of Section 66(1) of the Companies Act, a Company limited by shares or limited by guarantee may by a special resolution seek to reduce the share capital. However, in the instant case, there is no special resolution passed with respect to the proposed reduction in share capital as no such e-form MGT-14 along with the copy of the special resolution filed on MCA 21 portal in terms of the provisions of Section 118(3) read with 189(3) of the Companies Act, 2013. A concern has also been shown that as per the audited balance sheet as on 31.03.2023, the company has liquid assets of only Rs.0.26 Lakh in the form of cash and bank balances, and therefore it is not possible to ascertain as to how the company will pay off to the respective shareholders, whereas even a sum of Rs.40.15 Lakh are also payable as shown under the head (other current liabilities).

18. This Tribunal noticed that as per Section 8 of the Companies Act, under which the present Applicant Company has been incorporated, also require compliance of Rules 21 & 22 of the Companies Incorporation Rules, 2014 and the requirement of filing of the MGT-14 as prescribed under the Companies (Management and Administration) Rules, 2014.

19. This Tribunal vide order dated 21.2.2025, in view of the aforesaid discrepancies, directed the Applicant to clarify on the aforesaid aspects.

20. In compliance thereof, the Applicant has filed clarification affidavit vide dairy no. 866 on 08.5.2025 wherein it is submitted that the Applicant Company has already filed its response vide rejoinder to RD report on 15.10.2024 which has been taken on record. By referring to the decision of NCLT Bengaluru passed in case of Azim Premji (Supra), it has been argued that at the stage of 1^stmotion, only dispensation of meeting is required to be considered other details/deficiency of the Scheme can be considered/examined at the time of 2^nd motion application. In this regard, no further objections has been taken by the Ld. Counsel of RoC/RD.

21. It is also submitted by the applicant companies in application under para 2.14 that there is no legal proceedings enquiry, inspection, investigation, proceedings, or prosecution pending against the Companies under the Companies Act, 2013 or under any other Act, law, regulation, code, if any, applicable to the company. Affidavit to this effect has been annexed as Annexure-7 with the application.

Directions:

22. We have considered the submissions made by the Ld. Counsel, and perused the documents filed with the instant Application. We are of the view that the dispensation of the meetings prayed for by the Applicant Companies deserves to be allowed. We accordingly give the following directions:

23. In relation to the Applicant Company:

a. The meeting of the Equity Shareholders of Transferor Company/Applicant Company No.1 is dispensed herewith, keeping in view that all Equity Shareholders have given their consents by way of affidavits.

b. Since, there are no Secured Creditors and Unsecured Creditors in the Transferor Company/Applicant Company No. 1, the requirement of convening the meeting of Secured Creditors does not arise.

24. In view of the above, the First Motion Application stands allowed by giving liberty to the Applicant Transferee Company to file Second Motion Petition with a direction that the Applicant Transferee Company shall make specific prayer for sending notices to the following-:

a. The Central Government through the office of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi having email ID – north@mca.gov.inlocated at Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Pt. Deen Dayal Antodaya Bhawan, CGO Complex, Lodhi Road, New Delhi 110003 with respect to all the Applicants;

b. The Registrar of Companies, Uttar Pradesh, Ministry of Corporate Affairs, Kanpur; having email id – kanpur@mca.gov.inlocated at Ministry of Corporate Affairs, 37/17, Westcott Building, The Mall, Kanpur 208 001 with respect to the Applicant.

c. The Income Tax Department having jurisdiction over the Applicant Companies by mentioning the PAN number of the Applicant Companies and to the Principal Chief Commissioner of Income Tax (PCCIT), Lucknow being the nodal officer, having email id – pccit@incometax.gov.in;

25. The Applicant Company shall also file separate affidavits of no objection with respect to the scheme of amalgamation of the sectoral regulators governing the respective companies while filing the second motion petition.

26. The Company Petition for confirmation of the Scheme is to be filed within the time period prescribed under the provisions of the Act and corresponding rules made thereunder.

27. The appropriate prayer would also be made in the second motion petition for publication in newspaper.

28. With the aforesaid directions, the First Motion Application bearing CA(CAA) No.31/ALD/2023 is disposed off accordingly.

29. Certified copy of this order, if applied for, shall be supplied to the parties, subject to compliance with all requisite formalities.