9911796707
TMI Blog2021 (3) TMI 995X X X X Extracts X X X X X X X X Extracts X X X X ..... has controverted any averments made in the Petition. 2. The Counsel for the Petitioner Company submits that, the Article 8 of the Articles of Association of the Petitioner Company empowers the Petitioner Company to reduce its share capital in any manner permitted by law by passing a Special Resolution. 3. The Authorized Share Capital of the Petitioner Company is Rs. 29,00,00,000 (Rupees Twenty Nine Crores only) divided into 2,65,00,000 (Rupees Two Crores Sixty Five Lakhs Only), Equity Shares of Rs. 10 (Rupees Ten only) each and Preference Share of Rs. 10 (Rupees Ten Only) each. Out of the above, 2,64,81,370 Equity Shares and 22,70,000 Preference Shares of the Petitioner Company have been issued as fully paid-up. 4. The Counsel for the P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s Twenty Crores Twelve Lakhs Seventy-Nine Thousand and Nine Hundred Only). RESOLVED FURTHER THAT subject to the approval of the National Company Law Tribunal, the Equity Shares of Rs. 10/- each so reduced, shall stand cancelled, extinguished and rendered invalid, without any further act or deed by the shareholders of the Company. RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, Mr. Nikhil Bhatia and/or Mr. Dhaivat Kora, Directors of the Company, be and are hereby authorized to do all such acts, deeds, matters and things, as may be necessary, proper or expedient to do so without being required to seek any further consent or approval of the Company or otherwise and that he shall be deemed to have been gi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re no secured creditors but only unsecured creditors. 7. The Counsel for the Petitioner has further stated the rationale for reduction of share capital under paragraph 7 of the Petition which is as under: "7.1 the Company has accumulated losses of Rs. 20,12,79,927/- as on 31st March, 2019. The continued losses have resulted in substantial erosion of the Petitioner Company's share capital and the co-existence of share capital and accumulated losses in the Petitioner Company's financial statements do not reflect the correct picture of the financial health of the Petitioner Company. 7.2 Mere infusion of further funds into the Petitioner Company will not benefit any existing shareholder, even if the Petitioner Company were to register prof ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (c) In view of the observation raised by the ROC, Mumbai as mentioned at para 6 above, Hon'ble Bench may kindly pass appropriate order/orders as deem fit and proper. (d) The proposed reduction of share capital is selective reduction, hence unjust and unfair to the rest of shareholders/members holding equity share capital of the company. Subject to the Observation made in para 6 and 7 (a) to (d) above. Hon'ble NCLT may pass appropriate orders/order as deem fit and proper on merits. 9. In so far as observations made in paragraph 7 of the Report of Regional Director is concerned, the Petitioner Company through its Counsel has submitted an affidavit stating and accepting the observations of the Regional Director. He further accepted the o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1. The Counsel appearing on behalf of the Petitioner Company submitted that the Petitioner Company has complied with all the statutory requirements and the directions of the Tribunal and they have filed the necessary Affidavit of compliance with the Tribunal. Moreover, the Petitioner Company also undertakes to comply with statutory requirements, if any, under the Companies Act, 2013 and the Rules made thereunder, as may be applicable. 12. The petitioner has undertaken to publish Notice of Registration of Order confirming reduction of share capital and Minutes thereof in two local newspapers in which notice of hearing of Petition is published, within 14 days of its registration. 13. Since the requisite statutory procedure has been fulfille ..... X X X X Extracts X X X X X X X X Extracts X X X X
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