2021 (12) TMI 1019 - Tri - Companies Law

Reduction of share capital - HELD THAT - Since the requisite statutory procedure has been fulfilled, the company petition is made absolute in terms of the prayer clause of the petition. All concerned regulatory authorities to act on certified copy of the order and the form 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. Application allowed.

Summary

Issues:
1. Confirmation of reduction of share capital.

Analysis:
The Tribunal, comprising a Judicial Member and a Technical Member, confirmed the reduction of share capital of a company engaged in the business of cutting tools. The company sought to reduce its share capital by extinguishing 7,255 shares held by pre-identified equity shareholders, with each holding less than 181 equity shares. This reduction was approved by the board of directors and the shareholders through a special resolution. The Tribunal noted that no objections were raised by any party, and all necessary consents and approvals were obtained as per the relevant provisions of the Companies Act, 2013.

The Regional Director raised objections regarding compliance with section 12(3)(c) of the Companies Act, 2013, selective reduction of share capital, and categorizing the reduction as a buy-back of shares under section 68. The applicant responded by providing evidence of compliance, justifying the reduction as fair and non-discriminatory, and distinguishing between reduction of share capital and buy-back of shares. The applicant also cited precedents and legal interpretations supporting the reduction of share capital as a valid corporate action distinct from buy-back provisions.

Furthermore, the applicant obtained a certificate from the statutory auditor certifying the proposed accounting treatment on the reduction of capital, aligning with the Generally Accepted Accounting Principles in India. Counsel for the petitioner assured compliance with all statutory requirements and undertook to fulfill any additional obligations under the Companies Act, 2013 and related rules. The Tribunal, satisfied with the fulfillment of statutory procedures, granted the company petition, directing regulatory authorities to act on the order and related documents.

The petitioner was instructed to file necessary documents with the Registrar of Companies within the specified timeframe and publish notices about the reduction in two newspapers with circulation in Maharashtra. The reduction of share capital was formalized, with the company's capital reduced to ?1,77,19,000 divided into 1,77,190 shares of ?100 each, after extinguishing the specified number of fully paid-up equity shares.