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TMI Blog2021 (12) TMI 1019X X X X Extracts X X X X X X X X Extracts X X X X ..... to the reduction has been obtained or his debt or claim has been discharged or has determined or has been secured. 3. Counsel for the petitioner-company submits that the petitioner-company is engaged in the business of cutting tools. 4. Counsel for the petitioner-company submits that article 10 of the articles of association of the petitioner-company empowers the petitioner-company to reduce its share capital in any manner as per the relevant provisions of the Companies Act, 2013. 5. Counsel for the petitioner-company submits that the board of directors of the petitioner-company, at their meeting held on February 26, 2020 have deemed it appropriate, the reduction of share capital of the company by extinguishing 7,255 shares (3.93 per cen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssued, subscribed and fully paid-up equity share capital from Rs. 1,84,44,500 (rupees one crore eighty four lakhs forty four thousand five hundred) consisting of 1,84,445 (one lakh eighty four thousand four hundred and forty five) equity shares of Rs. 100 (rupees hundred) each to Rs. 1,77,19,000 (rupees one crore seventy seven lakhs nineteen thou sand) consisting of 1,77,190 (one lakh seventy seven thousand one hundred ninety) equity shares of Rs. 100 (rupees hundred) each, and that such reduction be effected by cancelling and extinguishing 7,255 numbers (3.93 per cent.) of fully paid-up equity shares held by those pre-identified equity shareholders in the company having less than 181 equity shares as on February 26, 2020 and paying after t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s Act, 2013 and has filed an affidavit dated July 1, 2021 confirming the same. (b) Regional Director's objection : The proposed reduction of share capital is selective as the applicant has proposed the reduction of equity shares of pre-identified minority equity shareholders only. The applicant's response : The proposed reduction of share capital is neither selective nor unfair/unjust to any shareholder, as can be seen from the following : (i) The proposed reduction does not target any individual share holder. The objective behind the reduction of share capital is to provide an exit to the minority shareholders (who hold less than 181 shares each in the company), as the company is a private limited company and its shares are i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... non-promoters shareholders having voted in favour of the resolution shows that the court will not be justified in withholding its sanction to the resolution." (c) Nirma Ltd., In re [2013] SCC Online Guj 8532 (paragraph 33) : "33. . . it may be noted that as the petitioner-company is already delisted the shares cannot be traded in the stock exchanges and therefore, it cannot be said that the resolution in question for reduction of share capital is not in the interest of public or shareholder." (d) RS Livemedia P. Ltd., In re [2014] 187 Comp Cas 243, 259 (Delhi) (paragraph 40) : "In view of the above discussion, the question, viz. : Whether it is permissible for a company to reduce its share capital in a disproportionate manner and w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... such reduction under sections 100 to 104 and section 391 . . . There is nothing in the provision of section 77A to indicate that the jurisdiction of the court under section 391 or 394 has been taken away or substituted . . . The conditions applicable to sections 100 to 104 and section 391 cannot be imported into or made applicable to a buy-back under section 77A. Similarly, the conditions for a buy-back under section 77A cannot be applied to a scheme under sections 100 to 104 and section 391. The two operate in independent fields." Further, as the hon'ble Delhi High Court has held in Chander Bhan Gandhi v. Reckitt Benckiser (India) Ltd. [2012] 170 Comp Cas 363 (Delhi) ; [2012] SCC Online Delhi 1462 (paragraph 6(xiv)), the provision ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of minutes forming part of the petition, duly certified by the designated Registrar, National Company Law Tribunal. The petitioner- company undertakes to file the same with the Registrar within 30 days from the date of the receipt of the order. 14. The petitioner to publish notices about registration of order and minutes of reduction by the concerned Registrar of Companies, Maharashtra, in two newspapers, namely, Indian Express in English language and translation thereof in Maharashtra Times in Marathi language, both having circulation in Maharashtra, within 30 days of registration. Schedule Form of minute The capital of CTR Manufacturing Industries P. Ltd., is henceforth Rs. 1,77,19,000 divided into 1,77,190 shares of Rs. 100 each, red ..... X X X X Extracts X X X X X X X X Extracts X X X X
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