In re NSE Academy Limited (NCLT Mumbai)
The National Company Law Tribunal (NCLT), Mumbai Bench, allowed a petition filed by NSE Academy Limited under Section 66 of the Companies Act, 2013 seeking confirmation of a special resolution for selective reduction of its paid-up preference share capital. The company proposed reducing its paid-up share capital by ₹241.32 crore out of its total paid-up capital of ₹251.32 crore. The company explained that the preference share capital had originally been raised to fund business operations and investments in its erstwhile subsidiary and step-down subsidiary. After transferring its entire investment in those entities in April 2025 and having surplus cash, the company proposed capital reduction to repatriate funds that were in excess of its operational requirements. It also stated that it lacked sufficient reserves for redemption of the preference shares under the existing accounting position.
The Tribunal noted that the company had no pending winding-up proceedings, had 9 shareholders and 438 unsecured creditors, and had complied with statutory requirements, including filing the special resolution, directors’ declaration regarding deposits, auditor’s certificate confirming compliance with accounting standards, and directions issued in the first motion. Notices were served upon all unsecured creditors and published in newspapers, and no objections were received, leading the Tribunal to presume that creditors had no objection to the proposed reduction.
