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TMI Blog2020 (5) TMI 660X X X X Extracts X X X X X X X X Extracts X X X X ..... page 123 to 126 of the paper book). Page 123 of the Paper book records that With the consent of the Members present, Mr. Balvinder Sahrawat was elected to chair the meeting. On Page 124 of the paper book, it is recorded that the meeting has passed the resolution for reduction of capital as an ordinary resolution . The minutes of the meeting have been signed by the Chairman of the meeting on pg 126 of the paper book - thus, the company has not met the specific requirement of Section 66 of the Companies Act by passing 'Special Resolution' for reduction of share capital. The Company has also not complied with the requirements of its own Articles of Association. Petition dismissed. - CP/149/66/ND/2019 - - - Dated:- 27-5-2020 - ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... els, serviced and convention centre and other hospitality related facilities and activities incidental thereto. 5. The Authorised Share Capital of the Company as on 31st March, 2018 was ₹ 90,00,000 consisting of 9,00,000 equity shares of ₹ 10 each and the Issued, Subscribed and Paid-up capital was ₹ 30,00,000 consisting of 3,00,000 equity shares of ₹ 10 each. The position as on 31st March, 2019 was as under: Authorized Share Capital: ₹ 67,48,00,000 divided into 6,74,80,000 equity shares of ₹ 10 each. Issued, Subscribed and Paid-up Share Capital: ₹ 30,00,000 consisting of 3,00,000 equity shares of ₹ 10 each. Position as on 30th June, 2019: Issued, Subscribed and Paid-up Share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ; 10 each by reducing and cancelling 6,25,79,000 equity shares of ₹ 10 each. The mode and manner in which the reduction will be done is given hereunder: a) The Petitioner Company shall debit its equity share capital account by the face value of equity shares of ₹ 10 per reduced equity share; b) A sum of ₹ 7.25 per reduced equity share (Total ₹ 45,36,97,750 i.e. 7.25 multiplied by 6,25,79,000) be adjusted against the accumulated losses appearing under the head Reserves and Surplus as on 30th June, 2019; c) A sum of ₹ 2.75 per reduced equity share, i.e., current fair value of the equity share of the Company as per the valuation report (page 148 of Paper book), shall be paid to the equity shareholders whe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ses and by repaying to the shareholders of the company and the interests of the shareholders are not affected. 11. On 22.10.2019, the Counsel for the RoC was present and therefore, a direction was given to the Registry to issue notice to the Regional Director (RD), Ministry of Corporate Affairs in Form No. RSC-2. The Applicant Company was also directed to issue paper publication in the newspaper one in English and another in vernacular language having wider circulation in the area where the registered office of the Applicant Company is situated besides individual notices to the creditors in Form No. RSC-3. 12. The Applicant Company has filed the proof of paper publication both in English and vernacular containing the proposed reductio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nnexure 1') to confirm whether it is in compliance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 as amended from time to time and other Generally Accepted Accounting Principles in India ('GAAP') . In the same certificate (para 9, page 147), while giving opinion, the auditor has certified that based on the procedures performed by us as described in paragraph 8 above and according to the information, explanations and representations provided to us by the management, we are of the opinion that the proposed accounting treatment specified in paragraph 10 of the draft petition, as such, is in accordance with the Generally Acceptable Accounting Principles in India. Based on our examina ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bserve that the company has not met the specific requirement of Section 66 of the Companies Act by passing 'Special Resolution' for reduction of share capital. The Company has also not complied with the requirements of its own Articles of Association. 16. We are left with no choice but to reject the present application in view of the fact that there is no special resolution for reduction of share capital as prescribed under Section 66 of the Companies Act 2013 and as required in Article 9 of Articles of Association of the company. Section 66 of Companies Act also requires this Tribunal to approve the minutes of resolution passed by the Company which has been passed as ordinary resolution as against the requirement of special reso ..... X X X X Extracts X X X X X X X X Extracts X X X X
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