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TMI Blog2021 (2) TMI 1273X X X X Extracts X X X X X X X X Extracts X X X X ..... cock India) vide their letter dated 13thDecember, 2019. And they have also sought an order the requirement of advertisement to be published as per Rule 70 read with Rule 35 of the NCLT, 2016 be dispensed with and is not required to be convened. The Second Respondent could not examine as to whether the issue in question would fall within their purview/jurisdiction or not. Therefore, they have filed formal reply without adverting the main issue in question. RBI, has refused to accept the request of the Applicant to accept the violation of FEMA Regulations by saying it is responsibility of Applicant to adhere to those Regulations - filing of instant Company petition is misconceived, not maintainable, and it is liable to be dismissed. Pet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny are inter-alia to carry on in India or elsewhere the business of providing infrastructure facilities, etc. Its present Authorised Share capital is ₹ 52,12,46,390/- divided into 5,21,24,639 equity shares of ₹ 10/- each and Issued, subscribed and paid-up share capital is ₹ 24,35,510/- divided into 2,43,551 equity shares of ₹ 10/- each as on 31st March 2019. (2) M/s. Zephyr Peacock India (hereinafter referred to as the 'Respondent No. 1') is a Mauritius Private Company, limited by shares having Company Number 077789 C1/GBL having its registered address IFS Court, Bank Street, Twenty-Eight, Cybercity, Ebene 72201, Mauritius. The Respondent No. 1 is the shareholder of the Applicant Company, currently holdi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany through Video Conference. We have carefully perused the pleadings of both the Parties and the extant provisions of the Companies Act, 2013, the Rules made there under, and the FEMA (Transfer or issue of security by a person resident outside India) Regulations 2017. 5. The instant Company Petition is filed U/ s 59 of the Companies Act,2013, R/ w Rule 70 of the NCLT, Rules 2016 by seeking rectification of Register of Members of the Applicant Company in respect of excess equity shares in question. It is relevant to point out here that a person aggrieved, or any member of the company, or the company may appeal in such form as may be prescribed, to the Tribunal, or to a competent court outside India, specified by the Central Government ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t of the order or direct rectification of the records of the depository or the register and in the latter case, direct the company to pay damages, if any, sustained by the party aggrieved. (3) The provisions of this section shall not restrict the right of a holder of securities, to transfer such securities and any person acquiring such securities shall be entitled to voting rights unless the voting rights have been suspended by an order of the Tribunal. (4) Where the transfer of securities is in contravention of any of the provisions of the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 or this Act or any other law for the time being in force, the Tribunal may, on an application made ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d petition has been received by the petitioner, it shall serve a copy thereof to the Registrar on or before the date of hearing: (4) The Tribunal may, while dealing with a petition under section 58 or 59, at its discretion, make- (a) Order or any interim order, including any orders as to injunction or stay, as it may deem fit and just; (b) Such orders as to costs as it thinks fit; and (c) Incidental or consequential orders regarding payment of dividend or the allotment of bonus or rights shares. (5) On any petition under section 59, the Tribunal may- (a) Decide any question relating to the title of any person who is a party to the petition to have his name entered in, or omitted from, the register; (b) Generally decide ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l to carry the above action and regularise the erroneous conversion made earlier. In pursuant to the above letter, the RBI vide its letter No. FE.BG.FID.No.1375/21.08.119/2019-20 dated 26th November 2019 has replied to the Authorized Signatory of the Petitioner with the following observations: 2.1n this regard, you may note that the onus to adhere to FEMA regulations, extant FDI policy including investments in the permitted sectors, sectoral caps/ limits, mode of payment, pricing guidelines as applicable, etc., rests solely with the entity. Further, the cancellation of excess shares allotted will not come under purview of RBI and hence, you may approach the Registrar of Companies for cancellation of shares. 3. You are advised t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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