2016 (12) TMI 691 - HC - Companies Law

Reduction of the share capital - Held that - There is no objection to the reduction of the share capital to be allowed and approved by this Court under Section 100 of the Companies Act, 1956. The same is therefore allowed and the company petition is accordingly allowed. The order including the minutes shall be delivered to the Registrar of Companies within twenty one days from the date of receipt of a certified copy of this order. The notice of reduction of paid-up equity share capital, shall be published by the petitioner company in the English Daily The Hindu and Kannada Daily Udayavani Bengaluru edition within fifteen days from the date of registration of the order and minutes by the Registrar of Companies and a copy thereof shall be filed by the petitioner with the Registry.

Summary

Issues:
Reduction of share capital under Companies Act, 1956 and 2013, utilization of securities premium reserves, tax implications of reduction in share capital, compliance with Companies Act provisions, approval of the High Court of Karnataka.

Analysis:
The petition sought a reduction of the share capital under Sections 100-104 of the Companies Act, 1956, and Section 52 of the Companies Act, 2013. The shareholders unanimously resolved to reduce the paid-up share capital from INR 6,36,109 to INR 1,08,109 by canceling 5,28,000 equity shares of INR 1 each. The securities premium reserves were to be utilized for the pay-out against the canceled shares, reducing the reserves to NIL. The balance amount was to be drawn from the profit and loss account of the company. The Board of Directors was authorized to take necessary actions, including making applications to the High Court for approval.

The Court acknowledged the company's proposal to utilize accumulated profits and share premium for the reduction in share capital. The tax implications, specifically regarding the Dividend Distribution Tax, were discussed. The company was liable to pay the tax on the amount distributed to shareholders. The Registrar of Companies and the Income Tax Department submitted reports highlighting the tax implications and compliance requirements. The Court directed the company to deposit the Dividend Distribution Tax liability with the Income Tax Authority promptly.

Both the Registrar of Companies and the Income Tax Department did not raise objections to the reduction of share capital but emphasized the necessity to pay the Dividend Distribution Tax. The company assured the Court of immediate payment of the tax liability. The Court approved the reduction of share capital under Section 100 of the Companies Act, 1956, allowing the company petition. The approved form of minutes detailed the revised share capital structure. The order and minutes were to be delivered to the Registrar of Companies for registration and publication in designated newspapers within specified timelines to comply with legal requirements.