Supreme Court Refuses To Interfere With Bharti Telecom Scheme To Cancel 2.84 Crore Shares Held By Minority Shareholders
Kirit Singhania
10 March 2026 10:59 AM IST
The Supreme Court on Tuesday declined to interfere with a scheme by Bharti Telecom Ltd., the promoter holding company of Bharti Airtel, to cancel 2.84 crore shares held by minority shareholders through a reduction of share capital.
Dismissing appeals filed by minority shareholders, a bench of Justices Sanjay Kumar and K. Vinod Chandran refused to interfere with an April 3, 2025 judgment of the National Company Law Appellate Tribunal (NCLAT), which had upheld the approval of the scheme by the National Company Law Tribunal (NCLT), Chandigarh.
"We find absolutely no reason to interfere in course," the court said.
Several appeals were filed by minority shareholders of Bharti Telecom Ltd, challenging a scheme for reduction of share capital approved under Section 66 of the Companies Act. The scheme proposed cancellation of Rs 2,84,57,840 equity shares of Rs 10 each held by public minority shareholders and payment of compensation based on an independent valuation.
The minority shareholders, including Pannalal Bhansali, argued that the capital reduction was coercive and unfair, contending that the valuation was flawed and that they were effectively being forced to surrender their shares at an undervalued price. They also claimed that relevant valuation documents were not initially disclosed to them, which affected transparency in the process.
The NCLT had approved the scheme on September 27, 2019, and directed the company to pay Rs 196.80 per share to the identified minority shareholders whose shares were extinguished.
Bharti Telecom, incorporated on July 29, 1985, had been delisted from stock exchanges between 1999 and 2000 after the promoter group acquired more than 90 percent of the shareholding, leaving a small percentage of public shareholders.
On minority shareholders' appeal, the National Company Law Appellate Tribunal on April 3, 2025, upheld the NCLT order, finding no illegality in the capital reduction process and holding that the valuation exercise and procedure followed by the company complied with the statutory framework.
The Supreme Court dismissed the appeals filed by minority shareholders, leaving undisturbed the capital reduction scheme approved for Bharti Telecom.