TMI Blog2018 (9) TMI 2036X X X X Extracts X X X X X X X X Extracts X X X X ..... allowed for reduction of the share capital of the Company. - CA/374/66(1)/2018 - - - Dated:- 11-9-2018 - K. Anantha Padmanabha Swamy, Member (J) And S. Visayaraghavan, Member (T) For the Petitioner : Shri B. Dhanraj, Advocate. ORDER Per: S. Vijayaraghavan, Member (Technical) 1. Under consideration is an Application filed under Section 66 (1) of the Companies Act, 2013 for confirming the reduction of share capital. 2. The Applicant Company has made prayers as follows:- (a) That the Reduction of Capital resolved on by the Special Resolution set out in paragraph 8 above be confirmed. (b) That to this end all direction necessary and proper be made and given; (c) The proposed minute be approved; (d) That ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . The Company has only one class of Equity Shares having par value of ₹ 10/- per share. The total number of Shares that have been Issued and fully Paid-up is 18,00,000 Equity Shares of ₹ 10/- each. The Applicant by a Special Resolution dated 21.02.2018 has proposed to reduce the Paid Up Capital of the Company by 5,50,000 Equity Shares. By virtue of Clause 4 of the Articles of Association of the Applicant Company, it is provided that the Company may, from time to time, by Special Resolution, reduce its Capital in any manner permitted by law. 6. The Independent Review Report on Interim Financial Statements viz., the Balance Sheet and related statement of Profit and Loss with related Schedules for the year ended 05.03.2018, prod ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Scheme of Reduction of capital will enable the Applicant Company to return the excess capital to the Shareholders in proportion to their respective Shareholding. 8. By a Special Resolution of the Applicant Company, duly passed in accordance with Section 66(1) of the Companies Act, 2013, at a general meeting thereof held after due Notice as provided in the Act on the 21st day of February 2018, it was resolved as follows: RESOLVED THAT pursuant to Sections 66 of the Companies Act, 2013 read with National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all such laws as may be app ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as the last words there off. 9. The details of the number of Members with their Voting rights, is detailed as below: S. No Name of the Members/Shareholders No. of Equity Shares Percentage of Shares 1. S. Sheik Amir Saibu 1,00,000 08% 2. Pace Stocks Shares Private Limited 11,50,000 92% Total 12,50,000 100% Both the Members have voted in favour of the Special Resolution for reduction of Share Capital from 18,00,000 Equity Shares to 12,50 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ased or reduced) may be subdivided, consolidated or divided into such class of shares as may be allowed under the law for the time being relating to Companies with such privileges or rights as may be attached and to be held upon such terms and as may be prescribed by the Articles of Association of the Company. 11. In the affidavit filed by the Regional Director (RD) dated 17.08.2018 it has been stated that the para 7 of the application and enclosures annexed to the said application it is revealed that some of the shareholders of the company have filed a petition before the Hon'ble High Court of Madras u/s 397/398 of the Companies Act, 1956 which was transferred to this Tribunal and renumbered as TCP 140/2016. The Tribunal vide its ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uction of capital will be ₹ 9,90,00,000/- (Rupees Nine Crores and Ninety lakhs only) including the premium on the equity shares. The premium amount payable will come out of the Company's Reserves and Surplus which consist of General Reserve and Surplus of Profit and Loss Account only. 13. It is submitted that as per the application along with the documents filed with the Tribunal the company has furnished the Auditor s certificate to the effect that the company has not accepted any deposits as provided u/s 73 of the Companies Act, 2013 read with Companies(Acceptance of Deposits) Rules, 2014. The company has also furnished the certificate from the auditors that the company does not have any creditors and that the ROC, Chennai ha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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