# In the matter of Shirish Vinod Shah & Ors. vs. Bharti Telecom Limited & Ors.

> NCLAT judgment dated 2025-04-03. Citation: TCN-2025-NCLAT-00383. The case involves a batch of 14 appeals filed by 35 Appellants under Section 421 of the…

- **Court:** NCLAT
- **Order date:** 3 Apr 2025
- **Citation:** TCN-2025-NCLAT-00383
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclat-new-delhi/shirish-vinod-shah-ors-vs-bharti-telecom-limited-ors-4e1ff90d

## Summary

### Background

The case involves a batch of 14 appeals filed by 35 Appellants under Section 421 of the Companies Act, 2013, against the Impugned Order dated 27.09.2019 passed by the National Company Law Tribunal, Chandigarh Bench, Chandigarh in CA Nos. 226, 227, 58, 59, 60, 61, 62, 63, 66, 499 & 746/2019 & 553/2018 in C.P (IB) No. 167/Chd/Hry/2018. The appeals challenge a capital reduction scheme proposed by Bharti Telecom Limited (BTL).

## Facts

Bharti Telecom Limited (BTL) was incorporated on 29th July, 1985, under the Companies Act, 1956.

BTL was initially listed on the stock exchanges of Delhi, Ludhiana, Kolkata, and Bombay but was delisted between 1999 and 2000.

In 1986, BTL issued 16.5 lakh shares to various stakeholders, and in 1991, shareholders subscribed to 1.525 crore shares.

In October 1999, BTL was delisted from the Bombay Stock Exchange due to the Promoter Group (Bharti) acquiring more than 90% of BTL's shares.

Bharti Airtel Limited (BAL) launched its IPO in January 2002, and BTL's shareholding in BAL got reduced to 46.4%.

BTL transformed into an investment company, with over 90% of its total assets invested in its subsidiary, BAL, and holds 50.10% of the paid-up share capital of BAL as of 31.03.2019.

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## Issues and analysis

### Issue 1: Whether reduction of capital by the Respondent No. 1/ BTL was in accordance with Section 66 of …

**Ratio:** Section 66 of the Companies Act, 2013 permits a company limited by shares to reduce its

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**Reasoning:** The shareholders of Respondent No. 1 ratified the capital reduction by passing a Special

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**Interpretation:** The Tribunal interpreted Section 66 to allow for reduction of share capital in

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**Application:** The Tribunal found that the Respondent No. 1 had complied with the requirements

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## Parties

- **Judges:** Naresh Sa…; Rakesh Kuma…; +1 more
- **Appellants:** Shirish Vinod…; Hasmukh Mithalal…; +33 more
- **Respondents:** Bharti Telecom…; The Registrar of…; +1 more
- **Other parties:** Bharti…; SingTel…
- **Advocates:** Anirudh S…; Pulkit K…; +14 more

## Timeline

- **1985-07-29 — Incorporation…**: Bharti Telecom Limited (BTL) was…
- **1999-10-XX — Delisting from Bombay…**: BTL was delisted from the Bombay Stock Exchange due to the Promoter Group (Bharti)…

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