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2021 (8) TMI 388 - Tri - Companies LawReduction of Share Capital - section 66 of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 - HELD THAT:- In order to safeguard the interest of those who are in the dissenting minority category, who would otherwise not be willing to accept the price of ₹ 14,680 per share offered by the petitioner-company in consideration of cancellation of their shares and reduction, the petitioner-company shall facilitate constituting a trust in which the fractional shares shall be vested for benefit of the dissenting shareholders - in order the safeguard of interest of the dissenting shareholders, who do not offer the shares to the company for cancellation of the shares held by them by accepting price of ₹ 14,680 per share, the petitioner-company shall facilitate constituting Trust, in which fractional shares of the dissenting shareholders shall be vested for their benefit arising thus shares through an appropriate deed, delineating and rights and entitlement of the beneficiaries and other matters incidental or ancillary thereto. In this regard provisions has contained in section 89 of the Companies Act, 2013 and rules made there under, in so far as it pertains to declaration in respect to beneficial interest. This Tribunal comes to an irresistible conclusion that the consolidation of shares is free from any legal infirmities and falls within the contours of section 61(1)(b) of the Companies Act, 2013 - this Tribunal is of the view that it is just and proper to confirm the consolidation of share capital of the applicant-company. The application for reduction of share capital is approved.
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