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2021 (9) TMI 335 - Tri - Companies LawReduction of share capital - Section 66 of the Companies Act, 2013 - HELD THAT:- The Petitioner Company availed loans from Allahabad Bank and Bank of India and it could not repay the same. Subsequently these loans were converted into shares and even the company collected share premium of ₹ 15.00 per share from the Bank of India. These shareholders are really Financial Creditors for practical purpose - the company has been incurring loss for last 18 years. There is no operation and no staff. The management has failed to operate and earn profit. At this stage, the Company passes Resolution to cancel the shares including the shares of the Financial Creditors almost 100% with an intention to mobilize fresh funds/investment from new Financial Creditors/Investors showing a Rosy Balance Sheet to the Public. This Company is considered to be a fit case for winding up so that further Lenders or Investors are not duped and attracted to the proposed Window Dressing Balance Sheet to sanction loan or invest. This is a company is of 73 years old and it may earn some amount by way of sale/transfer of Brand Value of Brook Bond Estates India Ltd./Assambrook Ltd. on winding up or Resolution and distribute the proceeds among the Creditors and Shareholder. The prayer made by the Applicant to confirm the resolution passed is rejected - Petitioner is hereby directed to send the copy of this Order to all shareholders having shares of 5% and above as on 31.03.2020 including the SASF besides uploading the Order at the Company's Website and file the proof of delivery of the Order to such shareholders with the Registry within 15 days from today.
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