TaxTMI 
TaxTMI 
2020 (10) TMI 781
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....in any manner for the time being authorized by law: "16. Subject to the provisions of the Companies Act 2013, the Company may, from time to time in any manner, by special resolution and subject to any consent required under the Companies Act 2013, reduce: (a) its share capital, (b) any capital redemption reserve account; or (c) any share premium account" 4. The main objects of the Petitioner Company are as under:-"To acquire and to take over the running business of the SARASWATI OFFSET PRINTERS partnership concern doing the business as Printers, Paper Converters and also as security Printers at Delhi with effect from the date agreed upon between the proposed company and the said firm and retrospectively acquire its goodwill and other assets and undertake the whole or part of its liabilities and the The said firm cease to exist." 5. The Petitioner Company has made the following prayers:- "(a) That the reduction of equity share capital resolved on by the special resolution set out in paragraph 8 above may be confirmed; (b) That to this end all directions necessary and proper may be made and given; (c) That the propo....
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....xiting shareholders 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 paidup; 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 interest payable thereon." 10. The present capital structure is as follows:- ....
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....sp; Ashwani Metals A-43/1, Ground Floor, Naraina Indus. Area Phase-I, New Delhi-110028 3107732.00 31,07,732.00 13. The No Objection Certificates from all the Unsecured Creditors is placed at Annexure A-8 of the petition. 14. As per the Certificate of P.D. Mittal & Company (Annexure A-4), Chartered Accountants, the accounting treatment proposed by the Petitioner Company for the reduction of share capital is in conformity with Accounting Standards specified in Section 133 or any other applicable provisions of the Companies Act, 2013. 15. As per the Certificate of P.D. Mittal & Company (Page 17 of the petition), Chartered Accountants, it is stated that the Petitioner Company has neither accepted any deposit nor in arrears in the repayment of the deposits or the interest thereon as on date of filing of application under Section 66 of the Companies Act, 2013 before this tribunal for confirming the reduction of share capital. 16. When the C.P. was listed on 14.09.2018, the following order was passed:- The matter be now listed for hearing on 07.01.2019. Notice of hearing to the Registrar of Companies N....
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....idavit dated 19.01.2019. This affidavit has been placed on record vide Diary No. 381 dated 24.01.2019. 20. The Registrar of Companies, NCT of Delhi & Haryana (ROC) in its report along with the Report of Regional Director has submitted that the petitioner company is a loss making company. It is also stated that the company has incurred net profit of Rs. 13,19,771/- for the year 2017-18. It has also been submitted that there is no prosecution pending against the company as find mentioned in the petition. It is also mentioned that the petitioner company has not furnished the valuation report to the ROC. It is further submitted that the petitioner company has not served notice of reduction of share capital to this office in accordance with Rule 3(i)of the national Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 read with Rule 7 of Chapter 24 of the Companies (registration Office & Fees) Rules, 2014 and the petitioner company has been directed to file Form RSC-2 accompanied with relevant disclosures mentioned under National Company Law Tribunal ( Procedure for reduction of share capital of Company) Rules, 2016 with e-form GNL forthwith. 21. T....
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....ourts are of the view that no interference in such decisions is required. It has 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. Likewise, in the case of Reckitt Benckiser (India) Ltd. (Company Petition No. 206 of 2004) Order dated 31.05.2005 reported in 2005 SCC Online Del 674, after due consideration of the pre and post reduction, admittedly selective one, it was held that if majority by a special resolution decides to reduce share capital of company, it has also right to decide as to how this reduction should be carried into effect. Further, observed that while reducing the share capital, company can decide to extinguish some of its shares without dealing in the same manner as with all other shares of the same class. The company limited by shares is permitted to reduce the share capital in any manner, thereby a selective reduction is permissible within the framework of law. On the question of valuation as well, an observation was that valuation of shares is a technical matter, which requires considerable skill and experience. ....
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....CLT (Procedure for Reduction of Share Capital). The petitioner company has attached the copy of notice (RSC-2) (Annexure B-2) with the speed post receipt (Annexure D-2) alongwith its tracking report (Annexure F-2) and the same has been filed vide Diary No. 3780 dated 31.10.2018, showing successful service to the ROC. It is also contended by the ROC that Form GNL-1 has to be filed by the petitioner company in relation to the present application of reduction of share capital with its office. It can be seen that Form GNL-1 and GNL-2 are both creatures of Companies (Registration Offices and Fees) Rules, 2014. Rule 12(2) is as follows:- "(2) For the purpose of filing the documents or applications for which no e-form is prescribed under the various rules prescribed under the Act, the document or application shall be filed through Form No. GNL.1or GNL.2 along with fee as applicable and in case a single form is prescribed for multiple purposes, the fee shall be paid for each of the purposes contained in the single form." While perusing the performa of Form GNL-1 as found attached with the Companies (Registration Offices and Fees) Rules, 2014, the heading of Form GNL-1 says that....