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2019 (9) TMI 1674 - Tri - Insolvency and BankruptcyReduction of the share capital of the Applicant Company - allegation is that the affidavit dated 18.09.2017 filed by the Respondent Number 3. (Regional Director) has not been taken into consideration before the pronouncement of the order on 04.10.2017 - HELD THAT:- Since the company viz., M/S. Reed Relays & Electronics India Limited did not choose to get its shares listed with any one of the recognised exchanges, it ceases to be a listed company vide SEBI circular dated 30.05.2012. Hence, the reference in the RD's Affidavit that the guidelines prescribed by the SEBI should have been followed in the conduct of voting by the shareholders is not sustainable. The same is also applicable with respect to the observation made by the RD vide Para No.6 regarding the application of the company's finance to provide an exit opportunity for non-promoter shareholders - this Bench observes that the shareholders' meeting is as per the provisions of the Companies Act, 2013 and the relevant rules provided there under. Hence, for a company which is not a listed company, it cannot be expected to follow the SEBI guidelines regarding the conduct of the meeting. This Tribunal confirms the reduction of share capital of Applicant Company by approving the minutes of Special Resolution dated 12.12.2016 passed by the shareholders for reduction of share capital - the necessary alteration shall be made in the Memorandum of Association by reducing the amount of share capital and of its shares accordingly by the Applicant Company. Application allowed.
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