9911796707
TMI Blog2021 (12) TMI 1019X X X X Extracts X X X X X X X X Extracts X X X X ..... ah Judicial Member And Shyam Babu Gautam Technical Member For the Applicant : Naushad Engineer ORDER ASHOK KUMAR BORAH (JUDICIAL MEMBER). - Order confirming reduction of share capital. 2. Heard learned counsel for the petitioner-company. No objector has come before the Tribunal to oppose the petition nor has any party contravened any averments made in the petition. The Tribunal is satisfied with respect to every creditor that either his consent to the reduction has been obtained or his debt or claim has been discharged or has determined or has been secured. 3. Counsel for the petitioner-company submits that the petitioner-company is engaged in the business of cutting tools. 4. Counsel for the petitioner-compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ticles) of the company and subject to the approval of the National Company Law Tribunal (NCLT) and/or any other Regulatory Authority as may be required and subject to such terms, conditions or modifications if any, as may be prescribed by such authorities while granting such approvals, consent of the members of the company be and is hereby accorded with an intent to pay off excess capital and provide an exit opportunity to the minority shareholders by reducing the company's existing issued, subscribed and fully paid-up equity share capital from ₹ 1,84,44,500 (rupees one crore eighty four lakhs forty four thousand five hundred) consisting of 1,84,445 (one lakh eighty four thousand four hundred and forty five) equity shares of ͅ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the proposed reduction. The decision of the Income-tax authority is binding on the petitioner-company. 9. The Regional Director in its report dated March 4, 2021 has raised three main objections to the present application. The objections and the applicant's responses to the same are as under : (a) Regional Director's objection : The applicant has not complied with section 12(3)(c) of the Companies Act, 2013. The applicant's response : The applicant has complied with section 12(3)(c) of the Companies Act, 2013 and has filed an affidavit dated July 1, 2021 confirming the same. (b) Regional Director's objection : The proposed reduction of share capital is selective as the applicant has proposed the reduction of eq ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... past. These includes : (a) Order dated March 6, 2018 passed by this hon'ble Tribunal approving the reduction of share capital of the applicant itself (page 106, application). (b) Sandvik Asia Ltd. v. Bharat Kumar Padamsi [2009] 151 Comp Cas 251, 262 (Bom) (paragraph 16) : In our opinion, once it is established that non-promoter share holders are being paid fair value of their shares, at no point of time it is even suggested by them that the amount that is being paid is any way less and that even overwhelming majority of the non-promoters shareholders having voted in favour of the resolution shows that the court will not be justified in withholding its sanction to the resolution. (c) Nirma Ltd., In re [2013] SCC Online Guj ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lite Industries (India) Ltd. [2002] SCC Online Bom 1411 ; [2003] 113 Comp Cas 273 (Bom), where the court observed as follows (page 289 of 113 Comp Cas) : The legislative intention behind the introduction of section 77A is to provide an alternative method by which a company many buy- back up to 25 per cent., of its total paid-up equity capital in any financial year subject to compliance with sub-sections (2), (3) and (4). It does not supplant or take away any part of the per-existing jurisdiction of the company court to sanction a scheme for such reduction under sections 100 to 104 and section 391 . . . There is nothing in the provision of section 77A to indicate that the jurisdiction of the court under section 391 or 394 has been tak ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tioner-company submits that the petitioner-company has complied with all the statutory requirements as the directions of the Tribunal. Moreover, the petitioner-company also undertakes to comply with statutory requirements, if any under the Companies Act, 2013 and the Rules made thereunder, as may be applicable. 12. Since the requisite statutory procedure has been fulfilled, the company petition is made absolute in terms of the prayer clause of the petition. 13. 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 wit ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
