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TMI Blog2021 (2) TMI 1088X X X X Extracts X X X X X X X X Extracts X X X X ..... zed representative Mr. Suneet Chaudhary, being the Director, who has been authorized vide Board Resolution dated 29.11.2019, seeking approval for reduction of share capital. 2. The Applicant is a company limited by shares, incorporated on 04.07.2005 registered under the provisions of Companies Act, 1956 bearing CIN No.U45201DL2005PTC138239and having registered office at 2/48, Shopping Centre, Malcha Marg, Chanakyapuri, New Delhi-110021.The company has a paid- up share capital of Rs. 36,01,00,000/-(Rupees Thirty Six Crores One Lakh Only) divided into 3,60,10,000 (Three Crores Sixty Lakhs Ten Thousand Only) Equity Shares of Rs. 10/- each. The authorized share capital of the company is 37,00,00,000/- (Rupees Thirty Seven Crores)divided into 3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsent required by law, - a) Its Share capital; b) any capital redemption reserve account; c) any share premium account." 6. The Board of Directors and the shareholders at an Extra Ordinary General meeting held on 13th day of December 2019, after receiving due notice, passed special resolution to reduce the share capital in accordance with the provisions of Section 66(1) of the Companies Act, 2013. It is stated that complying the requirement of Section 103 r/w Section 114, two members were present in person and three members were present through proxies and unanimously voted in favour of the reduction of share capital of the applicant. The relevant part of the resolution is extracted as below: "...The paid up share capital of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... created out of the reduction of share capital shall be adjusted against the accumulated losses of the company. The face value of the equity share of Rs. 10 each shall be reduced to Rs. 5.77/- and any fractional share shall be rounded off to the nearest whole number. The existing shares certificates shall stand cancelled and the company will issue fresh share certificates to the shareholders as per the entitlements. 8. The applicant submits that proposed reduction of share capital involves cancellation of paid up share capital which is lost or is unrepresented by available assets. Further submits that there is one secured creditor in the company and 25 unsecured creditors as on 28.01.2020.The Certificate from statutory auditor certifying li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... act is complied. 11. The investments by shareholder in the equity share capital of the company are non- repatriable basis, hence the provisions of FEMA and the regulations made there under are not applicable to the company. The proposed reduction would not involve either diminution of any liability in respect to unpaid share capital or the payment to any shareholder, accordingly the provisions of Section 66(1)(a) of the Act will not be applicable. Further the net worth of the company shall remain positive and therefore not in any way have any adverse effect on the company's ability to honor its commitments and obligations. 12. The Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi, after receiving the report dat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve perused the compliance affidavit and as per instructions the queries/objections of the department stands satisfied. Hence, they have no objection to the application being allowed. 15. Taking into consideration the documents on record and no objection of the departments, we pass following orders : i. That the reduction of the share capital of the above company as resolved by the Board Of Directors at the Extra Ordinary General meeting held on the13.12.2019 is allowed. ii. That the minutes for reduction of share capital as specified under section 66(5) of the Companies Act, 2013 is be and hereby approved. That a certified copy of this order including the minute as approved, be delivered to the Registrar of Companies within thirty days ..... X X X X Extracts X X X X X X X X Extracts X X X X
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