TMI Blog2020 (8) TMI 614X X X X Extracts X X X X X X X X Extracts X X X X ..... ution is to be passed. This Tribunal, after subjectively satisfying itself that the Appellant/Company has tacitly admitted its creeping in of typographical error in the extract of the minutes and also taking into consideration of the 1st Respondent s stand that the Appellant/Company had filed the special resolution with it, which satisfies the requirement of Section 66 of the Companies Act, 2013, allows the Appeal by setting aside the impugned order passed by the National Company Law Tribunal, Bench - Application disposed off. - Company Appeal (AT) No. 97 of 2020 - - - Dated:- 24-8-2020 - [Justice Venugopal. M] Member (Judicial) And [ Kanthi Narahari ] Member (Technical) For the Appellant : Mr. Sujoy Dutta, Mr. Satvinder Singh, Mr. NPS Chawla and Mr. Surek Kant Baxy, Advocates For the Respondent : Mr. P S Singh, Advocate for ROC, Ms. Chetna Kandtal, Company Prosecutor for R1 and R2 JUDGMENT Venugopal M. J The Appellant / Petitioner has focused the instant Company Appeal (AT) No. 97 of 2020 being dissatisfied with the order dated 27.05.2020 passed by the National Company Law Tribunal , Bench V in Company Petition No. 149/66/ND/2019 in rejecting th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s in this case. and consequently, rejected the petition by granting liberty to the Appellant / Petitioner to file fresh application after complying with all the requirements of Section 66 of the Companies Act. 3. The Learned Counsel for the Appellant submits that the Appellant / Company is a closely held private Company, limited by shares, incorporated on 08.08.2012 under the provisions of Companies Act, 1956 and that the instant Appeal is filed through Mr. Rajat Rai, Authorised representative of the Appellant, authorized as per Board Resolution dated 03.07.2020. 4. It is represented on behalf of the Appellant that the Appellant/Pvt. Company, is a wholly owned subsidiary of AAPC Singapore Pte. Ltd., a company incorporated under the laws of Singapore and the shareholding pattern as on 30.06.2019 of the Appellant runs as follows: - Name of Shareholder No. of shares held % of shareholding AAPC Singapore Pte. Ltd. 67,478,999 equity share of ₹ 10 each 100 Abhishek Goyal as a Nominee of AAPC Singapore Pte. Ltd. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for the Appellant contends that the Appellant / Company had placed on record sufficient documents to prove that (a) special resolution as required under Section 66 of the Companies Act, 2013 as well as in terms of the requirement under Article 9 of the Articles of Association of the Appellant Company. 11. The other submission of the Learned Counsel for the Appellant that only due to a typographical error in the extract of Minutes , a resolution passed unanimously by the shareholders will not ceased to be a special resolution . 12. The Learned Counsel for the Appellant/Company proceeds to point out that the Tribunal failed to appreciate that the unanimous resolution passed on 19.08.2019 was a Special Resolution passed unanimously by the shareholders of the Appellant. 13. The Learned Counsel for the Appellant submits that the resolution passed on 19.08.2019 was in complete compliance of the all the three requisites of the Section 114(2) of the Companies Act, 2013 and since the Tribunal treated the aforesaid resolution as an ordinary resolution the impugned order is liable to be set aside in the interests of justice. 14. The Learned Counsel for the Appellan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n dismissal of the petition seeking approval of Reduction of Share Capital . 18. On behalf of the Respondents it is represented that the members of the Appellant/Company at the Annual General Meeting that took place on 19.08.2019 among other things resolved that pursuant to Section 66 of the Companies Act, 2013 and subject to other requisite approvals, the paid-up share capital of the Company would reduce from its present level of ₹ 67,47,90,000/- to ₹ 4,90,00,000/-. 19. It transpires that the Special Resolution passed in the Annual General Meeting as filed with the e-form MGT-14 reflects that the resolution passed by the shareholders u/s 67 of the Companies Act, 2013 on 19.08.2019 is a Special Resolution which is taken on record in MCA21 Registry. 20. Continuing further, the Resolution passed in the Annual General Meeting of the Appellant s Company u/s 66 of the Companies Act was found to be in order by the Respondents. Even the report of Registrar of Companies, Delhi found that the Appellant/Company had filed the said resolution keeping in tune with the ingredients of Section 66 of the Companies Act, 2013. 21. Be it noted, that Reduction Of Cap ..... X X X X Extracts X X X X X X X X Extracts X X X X
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