TaxTMI 
TaxTMI 
2020 (11) TMI 532
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....12 under the Companies Act, 1956, with the Registrar of Companies, Bangalore, vide CIN : U72200KA2012PTC066523 having its registered office at KAY ARR THE IVY No. 692, 16th Main, 6th A Cross, 3rd Block, Koramangala, Bengaluru-560 034. The company is carrying on the business of designing, developing, researching and otherwise dealing or handling with all type of mobile applications, computers and computer related systems, etc. (2) The authorised, issued, subscribed and paid-up share capital of the petitioner-company as on March 31, 2019 was as follows : Authorized capital Amount (INR) 2,30,000 equity shares of INR 1 each fully paid-up 2,30,000 7,000 series A compulsorily convertible preference shares of INR 10 70,000 32,000 series A1 compulsorily convertible preference shares of INR 10 each 3,20,000 3,30,000 series A2 compulsorily convertible preference shares of INR 100 each 3,30,00,000 30,500 series A3 compulsorily convertible preference shares of INR 10 each 3,05,000 3,39,25,000 Issued, subscribed and paid-up capital Amount (INR) 1,50,200 equity shares of INR 1 each fully paid-up 1,50,200 6,869 series A compulsorily convertible preference shares of INR....
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....s A2 compulsorily preference shares of Rs. 100 each ; 30,443 series A3 compulsorily convertible preference shares of Rs. 10 each, thereby, repaying a sum of Rs. 32,99,948.60 (rupees thirty two lakhs ninety nine thousand nine hundred and forty eight and sixty paisa only) ; being Rs. 48.10 (rupees forty eight and one zero paisa) per share to the series A, series A1 and series A3 preference shareholders and a sum of Rs. 60,00,060 (rupees sixty lakhs sixty only), being Rs. 181.82 (rupees one hundred eighty one and eighty two paisa only) per share to the series A2 preference shareholders of the company. Further and the securities premium account be and is hereby reduced from Rs. 120,458,908 (rupees twelve crores four lakhs fifty eight thousand nine hundred and eight only) to Rs. 115,144,959 (rupees eleven crores fifty one lakhs forty four thousand nine hundred and fifty nine only). (7) It is stated that the special resolution of the company duly passed in accordance with section 66(1) read with section 114 of the Companies Act, 2013, at the extraordinary general meeting held on November 29, 2019. Pursuant to due notice as provided under the Act dated November 4, 2019 it was resolved :....
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....tius Ltd. 05 P3 01-30443 30443 4. Accel India IV Mauritius Ltd. 05 P4 01-33000 33,000 Total 1,01,606 Resolved further that a sum of Rs. 53,13,949 (rupees fifty three lakhs thirteen thousand nine hundred and forty nine only) from the securities premium account be utilized for the pay-out against equity shares being cancelled, and the security premium account be and is hereby reduced from Rs. 120,458,908 (rupees twelve crores four lakhs fifty eight thousand nine hundred and eight only) to Rs. 115,144,959 (rupees eleven crores fifty one lakhs forty four thousand nine hundred and fifty nine only) subject to the approval of shareholders and creditors and confirmation by the National Company Law Tribunal. Resolved further that Mr. Kush Srivastava and Mr. Mrigank Shek har, directors of the company be and are hereby severally and/or jointly authorized to take necessary action, including convening of shareholders meetings, signing necessary application, petition or any other documents, forms, etc., to the National Company Law Tribunal, Reserve bank of India, Registrar of Companies, Regional Director or any other competent authority as may be s....
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....o honour its commitments or to pay its debts in the ordinary course of its business. Subsequent to approval of the proposed reduction of equity share capital by this Tribunal, the proposed capital structure of the company will be as follows : Authorized capital Amount INR. 2,30,000 equity shares of INR 1 each 2,30,000 3,99,500 preference shares of INR 10 each and INR 100 each 3,36,95,000 Issued, subscribed and paid-up capital Amount INR. 1,50,200 equity shares of INR 1 each fully paid up 1,50,200 3,98,606 preference shares of INR 10 each and INR 100 each fully paid up 3,36,86,060 (11) The Form of the minute proposed to be registered under section 66(5) is as follows : "The paid-up share capital of Olmec Technologies P. Ltd., is henceforth INR 2,98,50,200 (Indian rupees two crores ninety eight lakhs fifty thousand two hundred only) consisting of 1,50,200 equity shares of INR 1 each fully paid-up ; and 2,97,000 series A2 compulsorily convertible preference shares of INR 100 each fully paid-up, reduced from INR 3,38,36,260 (rupees three crores thirty eight lakhs thirty six thousand two hundred and sixty only) comprising 1,50,200 equity shares of INR 1 each fully paid-u....
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.... not required for carrying on the main objects of the petitioner company. The reduction of capital does not involve diminution of any liability in respect of unpaid share capital. The proposed reduction of share capital would not adversely affect the ordinary operation of the petitioner-company or the ability of the petitioner-company to honour its commitments or the pay its debts in the ordinary course of its business. (3) The board of directors at their meeting held on November 4, 2019 considered and approved the reduction of paid-up share capital. The board resolution has been filed by the petitioner-company in Form No. MGT-14 for reduction of capital vide SRN R24581746, dated December 18, 2019. (4) It is also observed that the shareholders have approved the proposal of reduction vide extraordinary general meeting held on November 29, 2019. The relevant form for the present capital reduction was filed by the petitioner-company in Form No. MGT-14 vide SRN R24581746, dated December 18, 2019. (5) The petitioner-company has no secured creditors and unsecured creditors for value of Rs. 4,10,411 shown as existing as on September 30, 2019. (6) All shareholder of the CCPS are fo....
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.... 3,04,403 Total 3,38,36,260 (b) The petition seeking sanction of reduction of capital from Rs. 3,38,36,260 to Rs. 2,98,50,200. After reduction the shareholding pattern would be : Equity share of Rs. 1 each Rs. 1,50,200 A2 series CCPS Rs. 2,97,00,000 Total Rs. 2,98,50,200 (c) As per the scheme the below stated shares will be cancelled : (i) A1 CCPS 31,294 shares (ii) A2 CCPS 30,000 shares (iii) A3 CCPS 30,443 shares However, in the scheme at 11(1) there was no reference about reduction of preference shares of series "A" of 6,869. The petition needs correction to that extent. (d) As per the scheme, CCPS 31,294 (A1 series), 30,443 (A3 series and 6869 (A series) would be getting a premium of Rs. 38.10 per share totally Rs. 32,99,949. Further, A2 series would be getting Rs. 81.82 as premium after reduction, totalling Rs. 60,00,060. The total amount shown for reduction as per the scheme is Rs. 93,13,948 including premium of Rs. 53,13,947. Since, the company's net worth is totally eroded including its capital, the petitioner has to explain to the Tribunal from where the company will get funds for reduction and payable to the preference ....
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....pany would still have an amount of Rs. 1,55,96,643 left with it which would be more than sufficient for the proposed reduction : Sl. No. Particulars Amount 1. Share premium account 12,04,58,908 2. Share capital (equity and preference) 3,38,36,260 Total (A) 15,42,95,168 3. Reserves and surplus (B) (13,86,98,525) Balance (A-B) 1,55,96,643 (5) Regarding paragraph No. 15(c) : It is stated that in the objectives described in the company petition, while reproducing the details of shares cancelled pursuant to the reduction of capital of the particulars of series A preference shares of 6,869 has been missed out inadvertently. But the details of the shares getting reduced is accurately mentioned in all other places and in the minutes of the meeting has been placed on record as annexure J. (6) Regarding paragraph No. 15(d) : It is stated that company having bank balance of Rs. 1,49,92,892 (rupees one crore forty nine lakhs ninety two thousand eight hundred and ninety two only) in its account and after payment of reduction obligation company will have a cash balance of more than Rs. 56 lakhs for its future operation. The company has scaled down its operatio....
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....ders with the proposed reduction as there is no reduction in the amounts payable to them, no compromise or arrangement is contemplated with the creditors and there is no reduction in the security, if any. The company also has sufficient funds even after the reduction, and hence neither its business operations would be adversely affected, nor its ability to honour its commitments or to pay its debts in the ordinary course of its business. Hence it appears that the impugned action will not cause prejudice to any of the stakeholders, if the reduction of capital is approved. On a perusal of the material brought on record, it appears that the applicant fulfils the conditions laid down in section 66 of the Companies Act, 2013 and the proposed reduction is conformity with the accounting standards specified in section 133 of the Companies Act, 2013. 9. In view of the foregoing we are inclined to dispose of the company petition by according approval to the proposed reduction of capital. It is made clear that this order shall not preclude the RBI/FEMA authorities or any other statutory authority to take any appropriate action in the event of any violation under their respective regulations.....