TMI Blog2021 (1) TMI 517X X X X Extracts X X X X X X X X Extracts X X X X ..... Member) For the Petitioner-Company : Hiten Parikh , Practising Chartered Accountant ORDER CHOCKALINGAM THIRUNAVUKKARASU (TECHNICAL MEMBER) .- 1. The instant application is filed by the applicant-company-Sonneberg Plastic Systems India P. Ltd., having its registered office at Plot No. PE-44, GIDC BOL, Sanand PH-II, Industrial Estate, Ahmedabad, Gujarat-382 170 India through its authorized signatory for confirmation of reduction of share capital under section 66 of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 for the reduction of the capital resolved by the special resolution set out in paragraph 8 of the petition RSC-1 in accordance with section 66(1) of the Companies Act, 2013 at the extraordinary general meeting held on January 25, 2020 for reduction of share capital of the company by 6 crores rupees by returning the capital which is in excess of the capital required by the company to the extent of ₹ 3 per share upon each of the 2,00,00,000 (two crores) equity shares. 2. Heard the learned practicing chartered accountant for the petitioner-company. Notice are dul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the reduction of capital. Their original share certificates shall be deemed to be cancelled and non-useable and not tradable on any stock exchange or otherwise. 6. The extraordinary general meeting of the company was convened on January 25, 2020 at the registered office of the company. The meeting was concluded on 12.00 p.m. Out of 3 existing equity shareholders, all three equity shareholders, i. e., PPP Holdings Ltd. ; represented by Mr. Shivam Srivastav, M/s. Sofisav Investments Ltd. ; Mr. Kamlesh Kapadiya and for Mr. Abhijeet Sennik ; Mr. Shivam Srivastav. All the shareholders holding 100 per cent. stake were present in the meeting and had unanimously passed a special resolution and had approved the scheme of reduction of share capital of the company. 7. The practicing chartered accountant for the petitioner submits that the said reduction of share capital of the company shall be effected by returning the capital which is in excess of the capital required by the company to the extent of ₹ 3 per share upon each of the 2,00,00,000 (two crores) equity shares which have been issued by reducing the paid-up value of all shares in the capital of the company from ₹ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... held by non-resident shareholders is not required since it is covered under the automatic route. Further the petitioner-company undertakes to comply with applicable provisions pertaining to the FEMA and RBI Guidelines if any, on the matter and will ensure that compliance is done. Further the petitioner-company has filed an affidavit before the hon'ble Tribunal dated October 28, 2020. 10. The Regional Director, North Western Region, Ahmedabad in his Report CP/under section 66/385/2020-21/616, dated October 26, 2020 wherein observations are set forth in as stated in paragraph 2(c), (e), (f). These observations made by the Regional Director, in paragraph 2 are reproduced as under : 2. (c) That, it is observed from the scheme of reduction that as per clause 7.3 of the scheme with regards to the reorganization of share capital upon capital reduction that the present scheme of the capital reduction has been designed so as to return back ₹ 3 per share to each shareholder and accordingly the effective paid-up capital of the company shall reduce to ₹ 14,00,00,000 divided into 2,00,00,000 equity share each of ₹ 7. In order to give effect to such reduction, the co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on-resident is covered under the automatic route. There fore the approval of RBI for reduction of share capital held by non-resident shareholders is not required since it is covered under the automatic route. Further the petitioner-company undertakes to com ply with applicable provisions pertaining to the FEMA and RBI Guidelines if any, on the matter and will ensure that compliance shall be made in due course of time and the petitioner-company has filed an affidavit of the director of the company before the hon'ble Tribunal dated October 28, 2020. (f) This hon'ble National Company Law Tribunal hereby directs the applicant-company to pay ₹ 25,000 as legal fees/cost to the Central Government which is considered appropriate by this hon'ble National Company Law Tribunal. The reduction of share capital falls under section 66(1)(ii), i. e., to pay off any paid-up share capital which is in excess of the wants of the company, alter its memorandum by reducing the amount of its share capital and of its shares accordingly and there is no arrears in the repayment of any deposits by the company. Hence, the proposed reduction of share capital falls under the provision of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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