TaxTMI 
TaxTMI 
2020 (11) TMI 532
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....ate limited company incorporated on October 30, 2012 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 eac....
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.... reducing 6,869 series A compulsorily convertible preference shares of Rs. 10 ; 31,294 series A1 compulsorily convertible preference shares of Rs. 10 each ; 33,000 series 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 th....
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....io No. Certificate No. Distinctive Nos. to be cancelled Number of shares 1. Tracxn Labs Fund-1-Scheme of Tracxn Labs 04 P1 01-6869 6,869 2, Accel India IV Mauritius Ltd. 05 P2 6870-38163 31294 3. Accel India IV Mauritius 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 jo....
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...., no compromise or arrangement is contemplated with the creditors and there is no reduction in the security, if any, which the creditors may have in the petitioner-company. Further, the proposed reduction of share capital would not in any way adversely affect the ordinary operations of the petitioner-company or the ability of the petitioner company to 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 nin....
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....e same is filed at annexure P3. 3. The respondent/Registrar of Companies has filed a report dated June 23, 2020 by, inter alia, contending as follows : (1) It is observed that article 38 of table of articles of association of the petitioner-company permits reduction of share capital of the company. (2) The scheme states that the reason for reduction of capital is for repayment of excess capital which is 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 h....
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....s got both equity and preference share capital (CCPS), viz., equity share of 1,50,200 with a face value of Rs. 1 each and CCPS of 5,48,806 shares as per details given below : Sl. No. No. of shareholder Type Shares Amount 1. 1,50,200 of Rs. 1 Equity shares 1,50,200 1,50,200 2. 6,869 of Rs. 10 A series CCPS 6,869 68,690 3. 31,294 of Rs. 10 A1 series CCPS 31,294 3,12,940 4. 3,30,000 of Rs. 100 A2 series CCPS 3,30,00,000 3,30,00,000 5. 30,443 of Rs. 10 A3 series CCPS 30,443 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 ....
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....t hundred and ninety two only) in its account and after payment of reduction obligation company will have a cash balance of more than 56 lakhs for its future operation. (4) Regarding paragraph No. 14 : It is stated that the company has an amount of Rs. 12,04,58,908 in its share premium account and an amount of Rs. 3,38,36,260 as its share capital including equity and preference share capital. The share premium account and share capital put together amounts to Rs. 15,42,95,168 which is the actual amount the petitioner- company possesses. The reserves and surplus after setting off the accumulated loss amounts to Rs. 13,86,98,525. Thus, the petitioner-company 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 re....
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....tain observations, which have been answered by the applicant vide its reply affidavit dated June 29, 2020. The same has been examined along with financial statements for the financial year ending March 31, 2019 and September 30, 2019 which appear to reflect the position stated in the replies furnished by the applicant. It appears that the reduction of capital has been contemplated for repayment of excess capital which is not required for carrying on the business of the applicant-company, as it is proposed to scale down the business. The reduction of paid-up share capital does not involve the diminution of any liability in respect of unpaid share capital. No prejudice is caused to any of the creditors or other stakeholders 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 impug....