TaxTMI 
TaxTMI 
2020 (5) TMI 660
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....re capital of the Petitioner Company as resolved by the members in their annual general meeting held on 19th August, 2019 by passing the resolution; ii. Approve form of minutes under sub-section (5) of section 66 of the Act, proposed to be filed with the Registrar of Companies, NCT of Delhi and Haryana; and/or; iii. Pass such further order or orders as may be deemed fit and proper by this Hon'ble Tribunal. 3. It has been stated in the Application that the Applicant is a closely held private company limited by shares incorporated and registered on 08.08.2012 under name and style "Economy Hotels India Private Limited" as per the provisions of the Companies Act, 1956. The Registered Office of the Company is situated at....
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....Share Capital in any manner permitted by law. 7. It is averred that the Company has been incurring high operating costs over a period of time, resulting in significant amount of losses from year to year. The total amount of accumulated losses as appearing in the provisional financial statements of the Company as on 30.06.2019 is Rs. 48,90,74,571 which has eventually resulted in erosion of net worth of the Company. It is further stated that the present issued, subscribed and paid up equity share capital of the Applicant company does not fairly represent its available assets and in order to give fair representation of assets and liabilities, realign the size of equity share capital structure to the optimum and rational level and considerin....
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.... (page 113 of the Application). Also, a declaration certified by two directors of the Applicant Company stating that there are no Creditors as on 27th September, 2019 has been filled at page 141-142 of the Application and Certificate issued by the Statutory Auditor to that effect has been placed at page no 144. 9. The Applicant Company has placed on record the declaration that the Company has not obtained any deposits from public, hence, the question of arrears of repayments of deposits does not arise, copy of which is placed at page 150 of the typed set filed with the Application. The Applicant Company has placed on record the Audited Financial Statements for the year ending 31.03.2019 and unaudited provisional Financial Statements for ....
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....cheme. 14. Heard the representative for the petitioner and the counsel for RoC, perused the application along with the documents placed in the case filed. Section 66(3) of Companies Act, 2013 states that no application for reduction of share capital shall be sanctioned by the Tribunal unless the accounting treatment, proposed by the company for such reduction is in conformity with the accounting standards specified in Section 133 or any other provision of this Act and a certificate to that effect by the company's auditor has been filed with the Tribunal. The applicant has submitted a certificate dated 27.09.2019 (Page 146 of paper book) from S.R. Batliboi & Co. LLP (the auditor of the company), para 2 of which states that "at t....
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....d by shares or limited by guarantee and having a share capital may, by a special resolution, reduce the share capital in any manner...". Article 9 of Articles of Association of the company (page 81 of Paper book) allows it to reduce share capital by passing a special resolution. Board resolution dated 29.7.19 recommended reduction in capital as per Article 9 of Articles of Association and subject to consent of members by a special resolution (Page 111). We have perused the minutes of the Annual General Meeting of the company held on 19.08.2019 (page 123 to 126 of the paper book). Page 123 of the Paper book records that "With the consent of the Members present, Mr. Balvinder Sahrawat was elected to chair the meeting." On Page 124 of th....