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TMI Blog2022 (1) TMI 112X X X X Extracts X X X X X X X X Extracts X X X X ..... as also been observed that considering the commercial aspect of the decision it is not permissible for the Court to come to the conclusion that the exit opportunity offered is inequitable and unjust. It is ordered to confirm the reduction of share capital of Petitioner Company by approving the minutes of the EOGM - the scheme is approved - application allowed. - CP No.109/Chd/Hry/2019 - - - Dated:- 23-12-2021 - HON BLE MR. HARNAM SINGH THAKUR, MEMBER (JUDICIAL) And HON BLE MR. SUBRATA KUMAR DASH, MEMBER (TECHNICAL) For the Applicant Company : Mr. Vishav Bharti Gupta, Advocate JUDGMENT Per : Subrata Kumar Dash, Member (Technical) The Petitioner Company M/s Chipita India Private Limited (the Company) was incorporated on 22nd June, 2012 in the State of Haryana vide Certificate of Incorporation Number 046317 of 2012-13. The Corporate Identity Number (CIN) of the Company is U15400HR2012FTC046317 (hereinafter referred to as the Company ) under the provisions of erstwhile Companies Act, 1956 as a company limited by shares. The registered office of the company is situated at 335, Udyog Vihar, Phase-IV, Gurgaon, Haryana 122015, India. 2. The petitioner Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Capital of Company) Rules, 2016 which permit a company to undertake a reduction of its share capital in any manner. ii. Since the promoters of the Company has in principle decided to close down the India operations due to continuous losses incurred by the Company. A detailed scheme for reduction of capital of the Company is attached as Annexure-A4. a) The excess and unutilised shareholders funds would go back to the shareholders, since the Company has ceased operations and funds are not required in the Company; b) The Company s financial position would be more accurate after the capital reduction and the excess funds remaining unutilised shall be returned to the shareholders proportionately. 7. The Petitioner Company submits that the Board of Directors in its meeting, held on 8th May, 2019 has passed the requisite resolution approving reduction of share capital of the Petitioner Company, subject to its equity shareholders passing a special resolution approving the reduction in the Extra-Ordinary General Meeting of the equity shareholders of the Petitioner Company, to be held on 15th day of May, 2019 ( EOGM ) and subject to confirmation to the said reduction of capital ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t can be seen that the Petitioner Company avails the option of cancellation and extinguishment of paid-up equity share capital is in consonance with Section 66 of the Companies Act, 2013. Following are the provisions :- 66. Reduction of Share Capital: (1). 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 with or without extinguishing or reducing liability on any of its shares,- (i) cancel any paid-up share capital which is lost or is unrepresented by available assets; or (ii) pay off any paid-up share capital which is in excess of the wants of the company, alter its memorandum by reducing the amount of its share capital and of its shares accordingly: Provided that no such reduction shall be made if the company is in arrears in the repayment of any deposits accepted by it, either before or after the commencement of this Act, or the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1 0.000001 1 0.000001 Manish Ghia (Nominee of Chipita India Cyprus Limited) 1 0.000001 1 0.000001 Total 7,97,14,846 100.00 6,07,14,846 100 11. The Petitioner Company does not have any deposits as covered under the provisions of Sections 73 to 76 of the Companies Act, 2013 and the Rules made thereunder. Hence the Petitioner Company has no arrears in the repayment of any deposits, either before or after the commencement of the Companies Act, 2013, or the interest payable thereon, as on the date of filing of this Petition before this Hon'ble Tribunal. The certificate of Chartered Accountant further confirms that there are no deposits issued by the Company attached as Annexure-A9. 12. The Petitioner Company states that there are no secured and unsecured creditors of the Petitioner Company as on 25th June, 2019. A Certificate of the Auditors has been attached in Annexure-III of the Compliance Affidavit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Court to come to the conclusion that the exit opportunity offered is inequitable and unjust. 17. In the light of discussion above, it is ordered to confirm the reduction of share capital of Petitioner Company by approving the minutes of the EOGM dated 15.05.2019, wherein the members of the Petitioner Company resolved for the reduction of share capital of the Company, as prescribed U/s 66 of the Companies Act, 2013, to reduce issued and paid up share capital from ₹ 79,71,48,460/- (Rupees Seventy Nine Crores Seventy One Lakhs Forty Eight Thousand Four Hundred and Sixty Only) divided into 7,97,14,846 shares of ₹ 10/- (Rupees Ten Only) each upto but not less than ₹ 60,71,48,460/- (Rupees Sixty Crores Seventy One Lakhs forty Eight Thousand Four Hundred and Sixty Only) divided into 6,07,14,846 shares of ₹ 10/- (Rupees Ten only) each. 18. In terms of the above, the necessary alteration shall be made in the Memorandum of Association by the Petitioner Company for reduction of the amount of its share capital and of its shares, the copy of the altered Memorandum of Association and the minutes approved along with the order shall be delivered to the RoC by fili ..... X X X X Extracts X X X X X X X X Extracts X X X X
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