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TMI Blog2021 (1) TMI 574X X X X Extracts X X X X X X X X Extracts X X X X ..... ith section 52 of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 and the Rules framed thereunder for confirming the reduction of the share capital of the above company by cancelling/extinguishing 69,75,000 equity shares of Rs. 10 each and paying to the holder of such 69,75,000 equity shares an agreed amount of Rs. 77.49 per equity share, aggregating to Rs. 54,04,92,750 as approved by the share-holders at their annual general meeting held on September 24, 2019. 2. It is submitted by the petitioner-company that article 44 of the articles of association empowers the petitioner-company to reduce its share capital from time to time. 3. It is stated in the pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... such 69,75,000 equity shares an agreed amount of Rs. 77.49 per equity share, aggregating to Rs. 54,04,92,750. It is further submitted on behalf of petitioner that the members unanimously approved the resolution by passing a special resolution dated September 24, 2019. A copy of the special resolution is annexed with the petition and is marked as annexure G (pages 139/143). 8. This Tribunal by an order dated January 3, 2020 directed the petitioner-company to issue notices to the Central Government through Regional Director and the Registrar of Companies. This Tribunal also directed the petitioner-company to send individual notices to all the creditors of the company. This Tribunal further directed the company to publish notice in form RSC-4 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... are received by office of Regional Director from certain persons claiming to be creditor of the company. (vi) The notice of reduction of capital should have been sent to the Income-tax authority. 11. The Regional Director has also made reference to observation made by the Registrar of Companies. The Registrar of Companies has made only one observation, viz., the company has not filed GNL-1/GNL-2 form under the MCA Portal. 12. In response to the observations made by the Regional Director, the petitioner-company filed clarificatory affidavit replying to all the observations as under : (i) So far as the observation with regard to compliance of section 61 of the Act is concerned, it was submitted on behalf of the petitioner that section ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have benefit of Rs. 20.22 per share on purchase of shares of the company is concerned, it is submitted on behalf of the petitioner that the company has sole shareholder, viz., M/s. MAIF Investment India Pte Ltd. Singapore. There is no other shareholder of the company and there fore, there is no question of any prejudice to any other stakeholder. (iv) So far as the observation with regard to insufficient liquidity of company for making payment towards reduction of share capital is concerned, it is submitted that as per the balance-sheet as on August 24, 2020 the petitioner-company has sufficient and adequate funds to return back to the sole shareholder. The petitioner has produced provisional balance-sheet as on August 24, 2020 on record. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ved from the creditors. 14. There are no other observations from any statutory authority. 15. Heard the learned senior advocate, Mr. Navin Pahwa with advocate Mr. Ravi Pahwa for M/s. Thakkar and Pahwa, advocates for the petitioner-company. 16. The learned lawyer for the petitioner has filed a pursis dated December 2, 2020 stating that there is a typographical mistake in independent auditors certificate on the statement of creditors (annexure M, page 156), the amount due to L and T Infra Debt Fund Ltd. is wrongly shown as Rs. 41,87,67,499 instead of Rs. 74,46,04,143 and requested to treat the amount due to L and T Infra Debt Fund Ltd., as Rs. 74,46,04,143 instead of Rs. 41,87,67,499. 17. Gone through the petition and the documents placed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... funds of the company as per books may go to Rs. 7,014.59 lakhs (share capital of Rs. 1 lakh + other equity of Rs. (-) 7,015.59 lakhs), the book value per share to Rs. (-) 70,110.81 and the companies borrowings and inter corporate loans to the tune of Rs. 11,354.43 lakhs. 21. Section 66(1) of the Companies Act, 2013 with respect to capital reduction is reproduced below : "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 the liability on any of its shares in respect of the share capital not paid-up ; or (b) either wit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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