9911796707
TMI Blog2022 (1) TMI 112X X X X Extracts X X X X X X X X Extracts X X X X ..... entity Number (CIN) of the Company is U15400HR2012FTC046317 (hereinafter referred to as "the Company") under the provisions of erstwhile Companies Act, 1956 as a company limited by shares. The registered office of the company is situated at 335, Udyog Vihar, Phase-IV, Gurgaon, Haryana-122015, India. 2. The petitioner Company is engaged in the business of manufacturing, fabricating, processing, producing, growing and making all kinds of confectionery and bakery products, and any other food products. It is also accepting any trusteeships, distributorships and agencies from or out of India with respect to the marketing exercises in or out of India. Memorandum of Association attached as Annexure-A1. 3. The Petitioner Company submits that sinc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on of the reduction of share capital by the Petitioner Company is as under: i. The proposed reduction of the equity share capital of the Petitioner Company is being undertaken in accordance with the provisions of Section 66 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 and specifically the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 which permit a company to undertake a reduction of its share capital in any manner. ii. Since the promoters of the Company has in principle decided to close down the India operations due to continuous losses incurred by the Company. A detailed scheme fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eduction of share capital of Company) Rules, 2016 and all such laws as may be applicable from time to time (including any statutory modification or re-enactment thereof for time being in force) and in concurrence with the provisions of Article 37 of the Articles of Association of the Company and subject to confirmation thereof by the Hon'ble National Company Law Tribunal, Chandigarh Bench and any other statutory authorities, as the case may be required, approval of members of the Company be and is hereby accorded to reduce the issued, subscribed and paid-up equity share capital of the Company from Rs. 79,71,48,460/- (Rupees Seventy Nine Crores Seventy One Lakhs Forty Eight Thousand Four Hundred and Sixty Only) divided into 7,97,14,846 equit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ticular, may- (a) extinguish or reduce the liability on any of its shares in respect of the share capital not paid-up; or (b) either with or without extinguishing or reducing liability on any of its shares,- (i) cancel any paid-up share capital which is lost or is unrepresented by available assets; or (ii) pay off any paid-up share capital which is in excess of the wants of the company, alter its memorandum by reducing the amount of its share capital and of its shares accordingly: Provided that no such reduction shall be made if the company is in arrears in the repayment of any deposits accepted by it, either before or after the commencement of this Act, or the interest payable thereon." 10. The Petitioner Company submits t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hipita India Cyprus Limited) 1 0.000001 1 0.000001 Total 7,97,14,846 100.00 6,07,14,846 100 11. The Petitioner Company does not have any deposits as covered under the provisions of Sections 73 to 76 of the Companies Act, 2013 and the Rules made thereunder. Hence the Petitioner Company has no arrears in the repayment of any deposits, either before or after the commencement of the Companies Act, 2013, or the interest payable thereon, as on the date of filing of this Petition before this Hon'ble Tribunal. The certificate of Chartered Accountant further confirms that there are no deposits issued by the Company attached as Annexure-A9. 12. The Petitioner Company states that there are no secured and unsecured creditors of the Petit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s 100-104 of Companies Act, 1956) is that if none of the shareholders are objecting for the proposed reduction, then after considering the merits of the case as also connected facts and circumstances such petition normally deserves to be admitted. In the case of Elpro International Limited (Company Petition No.288 of 2007) order dated 22.06.2007 reported in MANU/MH/1414/2007 : [2009] 149 Comp Cas 646 (Bom), Hon'ble Bombay High Court has expressed that the question of reduction of share capital is the matter of domestic concern. Further observed that decision for reduction is based on commercial consideration undertaken by the businessmen who are in the best position to know of the necessities and interests of the company concerned, in t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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