9911796707
TMI Blog2021 (6) TMI 483X X X X Extracts X X X X X X X X Extracts X X X X ..... ) each issued by the Company, out of the total existing Equity Share Capital of the Company of Rs. 25,75,00,000/- divided into 2,57,50,000 equity shares of Rs. 10/- each fully paid-up without any consideration. 2. The broad facts in the background of which the present petition is filed as emerged from the Petition are that the Petitioner Company was incorporated on 16th December, 2002 under the provisions of the Companies Act, 1956 as a Company limited by shares. The registered office of the Company is situated at Kolkata in the State of West Bengal which falls within the jurisdiction of this Bench. The Company is engaged in the business of lease, rent, hire, construct, build, establish warehouses, godowns etc. as mentioned in the audited financial statements as on 31.03.2019. 2.1. The Authorized Share Capital of the Applicant Company as at 31st March, 2020 is Rs. 300,000,000/- comprising of 30,000,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed & Paid-up share capital of the Applicant Company is Rs. 2,57,500,000/- divided into 25,750,000 Equity Shares of Rs. 10/- each, fully paid up each. 2.2. The Board of Directors comprises Four Directors. The Company has seven Equ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Company of Rs. 25,75,00,000/- divided into 2,57,50,000 equity shares of Rs. 10/- each fully paid-up without any consideration. 3. It is stated that the Petitioner Company does not have secured and unsecured creditors as on 29.02.2020 and it has filed a list of two Security Deposits taken by company as on 29.02.2020 amounting to total of Rs. 4,37,82,734/- and Four list of Debenture holders as on 29.02.2020 amounting to total of Rs. 13,74,66,827. 4. It is further stated that the Company is not in arrears in the repayment of any deposits or interest thereon, the reduction of the capital does not involve either diminution of any liability in respect of unpaid capital or the payment by any shareholder of any paid up capital and that the creditors of the Company are in no way affected by the proposed reduction of the share capital. 5. It is also asserted that the proposed reduction will be for the benefit of the Company and its shareholders, creditors, if any, and it will also not cause any prejudice to the creditors, if any, of the Company and that the proposed adjustment would not in any way adversely affect the ordinary operations of the company or ability of the Company to ho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ors, as on 29.02.2020 by speed post, on 12.11.2020, to their respective recorded addresses. c) Notice dated 11.11.2020 in Form RSC-4 has been published in the issues of "Business Standard" (English Newspaper) and "Aajkaal" (Bengali Newspaper) on 12.11.2020. 9. The Central Government through the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata has made representation by an affidavit dated 25.02.2021 as follows: "(a) That it is submitted that on examination of the records of the Petitioner/Applicant Company, it appears that no complaint and/or representation has been received against the proposed Scheme. The petitioner company is also up-dated in filing their statutory returns. (b) The Petitioner Company by a communication submitted a copy of affidavit duly affirmed and notarised wherein it is stated that no objection/representation against the proposed reduction of share capital from any persons, creditors, stakeholders and other statutory authorities has been received by the Applicant Company." 10. The matter was listed for final hearing on 26.02.2020. Heard the Ld. Advocate appearing for the Petitioner Company as also the Joint Director from the Of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 'M' to the petition) to the effect that: "Based on our examination, as above, we are of the opinion that with respect to proposed reduction of equity share capital and the book adjustment of amount on cancellation of face value of 90% Equity Shares without consideration against the losses of the Company, there is neither any explicit guidance nor there is any prohibition/restriction given under Accounting Standards specified under section 133 of the Act read with relevant rules issued there under. Accordingly, in our view, the above proposed accounting treatment as mentioned in the Board Resolution dated 20th March 2020, extract of which is given as Enclosure: 1 to this certificate, would be in compliance with the applicable Accounting Standards read with relevant rules issued there under." d) The Statutory Auditors have also issued a Certificate dated 05.05.2020 (Annexure 'N' to the application) with respect to pre-reduction and post-reduction net worth of the company based on the Balance Sheet as on 29.02.2020 which are as under: 11. It further appears from the Minutes of the Proceedings of the Extra Ordinary General Meeting of Equity Shareholders of the Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ital of Company) Rules, 2016 and other applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof for the time being in force) and the rules made thereunder, read with Articles of Association of the Company; and the confirmation by the Hon'ble National Company Law Tribunal ("NCLT"); and such other approvals as may be required, and subject to the terms and conditions and modifications, if any, as may be prescribed by the NCLT and any other appropriate authority, as may be required or prescribed by such appropriate authority while granting approval or confirmation, and which may be agreed to by the Board of Directors of the Company, consent of the members of the Company be and is hereby accorded, by way of a special resolution, to reduce the issued, subscribed and paid-up capital of the Company from Rs. 25,75,00,000/- (Rupees Twenty five crore seventy five lakhs only) divided into 2,57,50,000 (Two crore fifty seven lakhs fifty thousand) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 2,57,50,000/- (Two crore fifty seven lakh fifty thousand only) consisting of 2,57,50,000 (Two crore fifty seven lakhs fifty thousand) equity ..... 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