TMI Blog2019 (9) TMI 1674X X X X Extracts X X X X X X X X Extracts X X X X ..... g by the shareholders is not sustainable. The same is also applicable with respect to the observation made by the RD vide Para No.6 regarding the application of the company's finance to provide an exit opportunity for non-promoter shareholders - this Bench observes that the shareholders' meeting is as per the provisions of the Companies Act, 2013 and the relevant rules provided there under. Hence, for a company which is not a listed company, it cannot be expected to follow the SEBI guidelines regarding the conduct of the meeting. This Tribunal confirms the reduction of share capital of Applicant Company by approving the minutes of Special Resolution dated 12.12.2016 passed by the shareholders for reduction of share capital - the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... usly. It was also observed that the parties are given opportunity to argue on other issues as well. 2. The Regional Director, Southern Region, Ministry of Corporate Affairs (MCA), Chennai has made certain observations vide his Affidavit dated 18.09.2017 filed before this Tribunal. In this connection it is germane to refer to Section 66 (1) of the Companies Act, 2013 regarding the reduction of share capital which states as follows:- 66. Reduction of share capitaL -(1) Subject to confirmation by the Tribunal on an application by the company, a company limited by shares or limited by guarantee and having a share capital may, by a special resolution, reduce the share capital in any manner and in particular, may- (a) extinguish or reduce ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n Rs.351 per share. However, in the DCF method of valuation, the cash and the Bank balance of Rs.22.40 Crores, non-current investment of Rs.49.91 Lakhs and the liabilities of Rs.65.91 Lakhs have not been taken into account. It is also stated by the RD that the Valuer himself has admitted that if the amounts are taken by the DCF method of valuation, then, the share valuation shall be an incremental amount to Rs.207 per equity share. 6. The RD has also raised a query on the Valuer as to why the valuation has not been taken the above assets and liabilities for valuation under DCF method, is not clear. The Affidavit has also raised a captious question that the Valuer has done the valuation at the bidding of the company, which this Bench feel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rs.30 per share. The SEBI framed the guidelines for the Regional Stock Exchanges (RSE) to surrender their recognition as a Stock Exchange vide the guidelines published on 29.12.2008. As per this guideline, the companies which are exclusively listed on the de-recognised RSEs, were required to seek listing on other recognised exchanges or provide exit opportunity to its non-promoters shareholders. Vide SEBI circular dated 30.05.2012, it has been stated that the process of the de-recognition of stock exchanges was listed out which provided that the exclusively listed companies which were not listed on any other stock exchanges, will ceased to be a listed company. 9. Since the company viz., M/S. Reed Relays Electronics India Limited did no ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h jun,2019 the Counsel for the SEBI during course of hearing has submitted that the issue with regard to the appointment of the auditor is not to be pressed by the SEBI for the reason that the notification dated 10.10.2016 prescribing the criteria for appointment of auditor was issued subsequent to the appointment of the Auditor by the Company, which has no retrospective effect. Further, it has specifically been submitted by the counsel that SEBI has no other objection in the matter. Il. Based on the Order dated 17.04.2018 passed by Hon ble NCLAT, this case has been re-heard and full opportunity has been given to the complainants and the other parties, and after careful study of the relevant material, this Tribunal is of the opinion tha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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