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TMI Blog2021 (6) TMI 483X X X X Extracts X X X X X X X X Extracts X X X X ..... ty share of ₹ 10/- (Rupees Ten only) each to Re. 1/- (Rupee One only) each, by adjustment with the accumulated negative balance of statement of profit loss amounting to ₹ 30,07,74,367/- of the Company. Signed on this, the 18th day of March, 2021. - C. P. No. 917/KB/2020 - - - Dated:- 18-3-2021 - Rajasekhar V.K., Member (J) And Harish Chander Suri, Member (T) For Appearing Parties : Anand Prakash, Pr. CA, Jnana Ranjan Dhal, Advocate and Harihara Sahoo, Joint Director ORDER Rajasekhar V.K., Member (J) 1. This is a Petition filed under Section 66 of the Companies Act, 2013 ('the Act') read with the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016. The Petitioner Company, Titagarh Enterprises Limited ( the Company ) seeks approval of this Tribunal qua the Special Resolution passed at the Extra Ordinary General Meeting (EOGM) held on 03/06/2020 for reduction of ₹ 23,17,50,000/- (Rupees Twenty-three crore seventeen lakhs fifty thousand only) i.e. 90% (ninety per cent) of the total Face Value of issued, subscribed and paid-up equity share capital of the Company by way of reduction of Face Va ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ,65,633/-. b) Rationalisation of the capital structure and improve the net worth of the Company. c) The Board of Directors of the Company considered it appropriate and prudent to reduce the capital of the Company which will have a positive impact on the key financial ratios such as returns on capital employed, return on net worth, etc. and that the reduction of capital does not affect the Company's ability in future to increase its share capital and/or raise funds by way of borrowings. 2.6. The Board of Directors of the Company, at its meeting held on 20/03/2020 has passed a resolution approving reduction of ₹ 23,17,50,000/- (Rupees Twenty-three crore seventeen lakhs fifty thousand only). 2.7. The special resolution has been passed in accordance with Section 66(1) of the Companies Act, 2013 at the Extraordinary General Meeting of the Equity Shareholders on the 03/06/2020 (Annexure K to the petition) for approving reduction of ₹ 23,17,50,000/- (Rupees Twenty-three crore seventeen lakhs fifty thousand only) i.e. 90% (ninety per cent.) of the total Face Value of issued, subscribed and paid-up equity share capital of the Company by way of reduction of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d and unsecured in Form No. RSC-3, within 15 days seeking their representations and objections, if any. The Petitioner was also directed to publish notice in newspapers once in Business Standard , English daily and once in Aajkaal , Bengali daily, as well as to upload the notice on the website of the Company seeking objections from the creditors and intimating about the date of hearing in Form No. RSC-4, within 7 days from the date of the order and file affidavit of compliance in Form No. RSC-5 confirming the despatch and publication of notice. It was also directed that representation, if any, u/s. 66(2) of the Companies Act, 2013 may be filed within three months from the date of publication of notice. 8. In compliance with the said order dated 06.11.2020 passed by this Tribunal, the Petitioner filed an affidavit dated 17.11.2020 stating that: a) Notice dated 13.11.2020 in Form RSC-2 along with the copy of Application has been duly served upon the Central Government through Regional Director, Eastern Region, Ministry of Corporate Affairs and Registrar of Companies, West Bengal by way of hand delivery on 16.11.2020 as also upon The Securities and Exchange Board of India, Pl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ot have creditors as on 29.02.2020 (Annexure 'H' to the petition). The said list of Creditors has been duly verified by Director of the Company and accompanied by a certificate dated 09.05.2020 from the Statutory Auditors M/s. Chaturvedi Company, Chartered Accountants (Annexure 'J' to the petition) as follows: 1. No creditors as per the books of accounts maintained by the company and provided to us i.e. the creditor as on 29.02.2020 is Nil. Other than creditors, Security deposit taken by the company amounts to ₹ 4,37,82,734/- (Rupees Four Crores thirty seven lakh eighty two thousand seven hundred thirty four only). Details attached in Annexure-I. 2. The amount due to the debenture holders as on 29th February, 2020 amounts to ₹ 13,73,26,000/- (Rupees Thirteen crores seventy-three lakh twenty-six thousand only) along with accrued interest payable of ₹ 1,40,687/- (Rupees One lakh forty thousand six hundred Eighty seven only). Details attached in Annexure-II. c) The Statutory Auditors, M/s. Chaturvedi Company, Chartered Accountants have also issued a Certificate dated 05.05.2020 (Annexure 'L' to the petition) to the effec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vertisement. 13. As required under proviso to Sub-section (3) of Section 66 of Companies Act, 2013, the Certificate dated 05.05.2020 issued by the Statutory Auditors M/s. Chaturvedi Company, Chartered Accountants, to the effect that the proposed accounting treatment for reduction of equity share capital of the Company is in conformity with Accounting Standards read with relevant rules issued thereunder (Annexure 'M' to the Petition). 14. The Regional Director, Eastern Region in his affidavit dated 25.02.2021 has not raised any objections. 15. Having regard to the facts and circumstances of the above case and since all the requisite statutory compliance having been fulfilled and that the proposed reduction of Share Capital shall not cause any prejudice either to the members or the creditors of the Petitioner Company and in consideration of the affidavit submitted by the Regional Director, Eastern Region, representing the Central Government and the Registrar of Companies, West Bengal- This Tribunal do hereby order: (i) That the reduction of share capital of the Petitioner Company resolved on and effected by Special Resolution passed unanimously at an Extra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the Registrar of Companies within thirty days of receipt of the order as per provisions of Sub-section (5) of Section 66 of the Companies Act, 2013 who shall register the same and issue a certificate to that effect in Form No. RSC-7 [Rule 6(3)]. (iv) That the Petitioner is given liberty, after receiving such certificate, to publish Notice of Registration of Order and Minute once in Business Standard , English Newspaper and once in Aajkaal , Bengali Newspaper having wide circulation in the State in which the Registered Office of the Company is located, within two weeks thereafter. (v) The Petitioner Company shall comply with the statutory requirements, if any, required under the Companies Act, 2013 and the Rules notified thereunder as may be applicable. (vi) All concerned regulatory authorities to act on the certified copy of the Order including the Minute forming part of the petition. (vii) C.P. No. 917/KB/2020 is hereby disposed of on the above terms. No order as to costs. SCHEDULE Form of Minute The capital of M/s. Titagarh Enterprises Limited is henceforth ₹ 2,57,50,000/- (Rupees Two crore Fifty-seven lakhs fifty thousand only) divided int ..... X X X X Extracts X X X X X X X X Extracts X X X X
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