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TMI Blog2022 (10) TMI 813X X X X Extracts X X X X X X X X Extracts X X X X ..... eduction, also no objections from creditors, shareholders or any other stakeholders received, this application deserves to be allowed. The reduction of equity share capital resolved on 25.02.2022 by the special resolution is hereby allowed - Application allowed. - CP No. 08/NCLT/AHM/2022 - - - Dated:- 11-10-2022 - Dr. Deepti Mukesh , Member ( J ) And Ajai Das Mehrotra , Member ( T ) For the Appearing Parties : Pavan Godiawala , Adv. and Pankti Shah on behalf of Maithili Mehta , Adv ORDER 1. The instant application is filed by Mr. Chandan Lakhwani, the Company Secretary and authorized signatory of Mundra LPG Terminal Private Limited (for brevity 'the Company') having its registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S.G. Highway, Khodiyar, Ahmedabad, Gujarat - 382421 under Section 66 read with National Company Law Tribunal (Procedure for Reduction of Share Capital) Rules, 2016 seeking cancelling/ extinguishing 10,99,47,900 fully paid up equity shares of Rs. 10/-each held by Adani Trading Services LLP aggregating paid up value of Rs. 1,09,94,79,000/-. The applicant company to pay a consideration of INR 1/- in aggregate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e from the Statutory Auditor confirming the receipt of consent affidavits from the said creditors are also on record. 7. It is submitted by company that there are 8 Equity Shareholders of the Company. List of shareholders as on 31.12.2021 signed by the Secretary of the Company is annexed. 8. It is further submitted that the company had convened Extra Ordinary General Meeting of its members on 25.02.2022 for confirming the reduction of the share capital of the company proposing cancelling/ extinguishing 10,99,47,900 fully paid up equity shares of Rs. 10/- each held by Adani Trading Services LLP, having aggregate paid up value of Rs. 1,09,94,79,000/- and the company to pay a consideration of INR 1/- in aggregate towards the said reduction of equity shares held by Adani Trading Services LLP. It is further submitted that the members unanimously approved the resolution by passing a Special Resolution dated 25.02.2022. A copy of the Special Resolution is annexed. 9. The company filed an affidavit dated 08.03.2022 submitting that the company's net worth would not be impacted significantly due to the proposed capital reduction since there is no significant pay out/financial ou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reholder, an affidavit dated 18.06.2022 is filed and submitted as under: 1) It is respectfully submitted that the accumulated losses of Mudra LPG Terminal Private Limited (the Company) have been incurred in the initial years of setting up its operations. It was decided to write off the accumulated losses entirely against reduction of equity share capital of Adani Trading LLP being the majority shareholder without reducing the shares held by Adani Ports and SEZ Ltd which is currently a minority shareholder in the company. The proposed reduction of capital would enable better presentation of the balance sheet, smooth functioning of operations of the Company and raising required funds which would further enable the company to generate profits in the long run. the reduction of equity shares held by Adani Trading LLP had a consequential effect whereby shareholding of Adani Ports SEZ Limited would increase. In such eventuality, there is no adverse impact on worth of the said shareholder nor is it saddened with any additional liability. The said company has completed its capex programme and has no additional liabilities to incur. It has minimum guarantee contracts with three refine ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rd that the Reduction of the Share Capital was approved by the Shareholders of the Appellant Company unanimously by way of a Special Resolution with the objective of reducing the overall weighted average cost of Capital and improving the earnings per share. In Reckitt Benckiser (India) Ltd. (Supra), the Hon'ble Delhi High Court has upheld the view that the question of reduction of Share Capital will be treated as a matter of domestic concern i.e., it is the decision of the majority which prevails. If majority by Special Reduction decides to reduce the Share Capital of the Company, which also has the right to decide as to how this reduction should be carried into effect... . In the instant case, admittedly, the reduction of this Share Capital was approved unanimously by the Shareholders by way of a Special Resolution. ......... 14. It is seen from the record that the Company has complied with all the statutory requirements as per the directions of the Tribunal and has also fled necessary Affidavits to that effect. It is also pertinent to mention that none of the Creditors objected to the reduction of the Capital. Section 66(1)(b) of the Act enables a Company to reduce ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ct. In the instant case, admittedly, the reduction of Share Capital is approved unanimously by the Shareholders by way of a Special Resolution. 22. Perused documents on record, as there are no adverse observation made by the Regional Director, Registrar of Companies and the Income Tax Department and in view of all necessary compliances for making the proposed reduction, also no objections from creditors, shareholders or any other stakeholders received, this application deserves to be allowed. 23. The minutes set forth in the Schedule to this order are hereby approved:- (a) The reduction of equity share capital resolved on 25.02.2022 by the special resolution is hereby allowed. (b) The Company is permitted to register the minutes of EOGM held on 25.02.2022 as per section 66(5) of the Companies Act. 24. It is hereby directed to the Company to publish about the reduction of share capital in two newspapers namely Indian Express , English Daily Financial Express , Gujarati Daily both having circulation in the State of Gujarat within 30 days of the Registration. 25. A certified copy of this order including the minutes as approved, be delivered to the Registrar o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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