NCLT Ahmedabad Directs Equity Shareholders' Meeting For Omkar Overseas Capital Reduction Plan

The Ahmedabad bench of the National Company Law Tribunal (NCLT) has directed Omkar Overseas Limited to convene a meeting of its equity shareholders to consider a proposed scheme of arrangement involving reduction of share capital.

The tribunal dispensed with the meeting of unsecured creditors. It also noted that the company has no secured creditors.

The order was passed on June 4 by Judicial Member Chitra Hankare and Technical Member Dr V.G. Venkata Chalapathy.

Omkar Overseas Limited approached the tribunal seeking directions in relation to a scheme of arrangement in the nature of reduction of share capital. The company was incorporated on November 25, 1994.

It is engaged in trading and distribution of textiles and allied products. In 2022, it altered its objects to include trading in agro-commodities and edible and non-edible oils.

According to the application, the company had accumulated losses of about ₹5.11 crore as of December 31, 2024. Its paid-up share capital stood at about ₹4.92 crore. The company stated that this had resulted in complete erosion of its net worth.

The board approved the proposed scheme on March 19, 2025. The scheme proposes cancellation of 1,01,900 unpaid equity shares. It also proposes a 95% reduction of the company's fully paid equity share capital.

Under the proposal, the fully paid share capital would be reduced from 48,98,100 equity shares to 2,44,905 equity shares. Shareholders whose names appear in the register of members on the record date would receive one new equity share for every twenty equity shares held by them.

The company contended that the restructuring would facilitate disclosure of a true and fair picture of its financial position. It would also help in cleaning up its balance sheet. The company further maintained that the scheme would not prejudice the interests of its members or creditors. It stated that the scheme would not affect its ability to honour commitments or pay its debts.

The tribunal noted that the company had 2,700 equity shareholders as of March 31, 2025. It also recorded that the requisite number of unsecured creditors had furnished consent affidavits approving the scheme. The company had 10 unsecured creditors with aggregate dues of about ₹30.24 lakh.

The company further submitted that no investigation or proceedings under Sections 210 to 227 of the Companies Act, 2013 had been instituted or were pending against it. It also stated that the scheme did not provide for any corporate debt restructuring.

As consent affidavits had not been obtained from equity shareholders, the tribunal directed that their meeting be held within 60 days through video conferencing for considering the scheme.

The tribunal appointed company secretary Keyoor Bakshi as chairperson for the meeting. Advocate Rutvik Liladhar Desai was appointed as scrutiniser. Notices were also directed to be issued to the Regional Director, Registrar of Companies, Official Liquidator and Income Tax Department. The authorities were granted 30 days to submit representations on the proposed scheme.