TaxTMI 
TaxTMI 
2020 (8) TMI 614
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....ssatisfied with the order dated 27.05.2020 passed by the 'National Company Law Tribunal', Bench V in Company Petition No. 149/66/ND/2019 in rejecting the petition filed under Section 66(1)(b) of the Companies Act, 2013 and granting liberty to file fresh application after complying with all the requirements of Section 66 of the Companies Act. 2. The 'National Company Law Tribunal', New Delhi, Bench V in C.P. No./149/66/ND/2019 while passing the impugned order on 27.05.2020 at paragraph 15 to 16 had observed the following: - "15. Section 66 of the Companies Act, 2013 states that "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....
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....requires this Tribunal to approve the minutes of resolution passed by the Company which has been passed as ordinary resolution as against the requirement of special resolution [mentioned in Para 2(ii) above also as part of prayer]; the Tribunal is not in a position to approve such minutes in this case." and consequently, rejected the petition by granting liberty to the Appellant / Petitioner to file fresh application after complying with all the requirements of Section 66 of the Companies Act. 3. The Learned Counsel for the Appellant submits that the Appellant / Company is a closely held private Company, limited by shares, incorporated on 08.08.2012 under the provisions of Companies Act, 1956 and that the instant Appeal is filed through ....
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.... matter of fact, Article 9 of the 'Articles of Association' of the Appellant / Company specifies that the Company may, from time to time by a special resolution reduce its share capital in any manner permitted by law. 8. The Appellant / Company had filed C.P. No. 149/66/ND/2019 under Section 66(1)(b) of the Companies Act praying for passing of an order for confirming the reduction of share capital wherein at paragraph 14 it had averred as under: - "14 That annual general meeting of the Petitioner Company held on August 19,2019 was attended by both the equity shareholders holding 100% of the issued, subscribed and paid up equity share capital of the Petitioner Company. The said equity shareholders present at the said meeting have cast the....
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....liance of the all the three requisites of the Section 114(2) of the Companies Act, 2013 and since the Tribunal treated the aforesaid 'resolution' as an 'ordinary' resolution the impugned order is liable to be set aside in the interests of justice. 14. The Learned Counsel for the Appellant to lend support to his contention that the resolution passed on 19.08.2019 by the Appellant Company is a special resolution' adverts to the ingredients of Section 114 of the Companies Act, 2013 which reads as under:- "2) A resolution shall be special resolution when: a. With the intention propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the res....
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....ant/Petitioner had fulfilled all the statutory requirements prescribed u/s 114 of the Companies Act and as such the impugned order of the Tribunal is liable to set aside. 17. The Learned Counsel for the Appellant takes a stand that the Tribunal had erred in observing that the Appellant / Company had also not complied with the requirements of its own 'Articles of Association' which had resulted in dismissal of the petition seeking approval of 'Reduction of Share Capital'. 18. On behalf of the Respondents it is represented that the members of the Appellant/Company at the 'Annual General Meeting' that took place on 19.08.2019 among other things resolved that pursuant to Section 66 of the Companies Act, 2013 and subject to other requisite app....