TaxTMI 
TaxTMI 
2021 (5) TMI 141
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.... engineering, developing, licensing, manufacturing, producing, fabricating, remodelling, acquiring, purchasing important, exporting, leasing, hiring, letting on hire, exchanging, altering, repairing, maintaining, servicing, distributing, selling, assembling, trading, agency, patenting, dealing and providing technical, advisory, management, supervisory, engineering and support services in connection with any or all types of automobile parts including but not limited to exhaust pumps, catalytic converters, mufflers as well as any and all other components, parts, sub-assemblies, associated functions, services, products, systems and related accessories, equipment, materials, tools, machines, machinery, appliances, apparatus, devices and substances necessary or useful for or in connection with the same. 4. The Authorized Share Capital of the Applicant Company as on 30.09.2019 is Rs. 7,800,500,000/- divided into 780,050,000/-. Equity Shares of Rs. 10/- each. The issued subscribed and paid up capital of the Applicant Company as on 30.09.2019 was Rs. 7,777,131,200/- divided into 777,713,120 Equity Shares of Rs. 10/- each. The Applicant Company submits that subsequent to 30.09.2019, ther....
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....ht it fit to reduce the Equity Share Capital which are in excess of the wants of the Applicant and accordingly has recommended for the reduction of the Equity Share Capital and in view of the same, the Board of Directors have at their meeting held on 14.10.2019 decided to reduce the Equity Share Capital of the Applicant Company and in pursuance of the same, the Applicant Company in its Extraordinary General Meeting held on 16.10.2019 has passed a Special Resolution for Reduction of Capital of the Company. Procedure for Reduction of Share Capital Rules, 2016, including any statutory modification, amendment or re-enactment thereof for the time being in force and subject to the confirmation of the National Company Law Tribunal, the consent of the equity shareholders be and is hereby accorded to the following proposal: "(a) to cancel and extinguish Rs. 46,43,07,000 (Forty Six Crores, Forty Three Lakh and Seven Thousand) equity shares of face value Rs. 101- each fully paid up held by the existing shareholders of the Company on proportionate basis, thereby reducing the issued, subscribed and paid up equity share capital of the Company Rs. 7,777,131,200 divided into 777,713,120 e....
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....ed the scheme of Reduction of Capital in the Extra ordinary General Meeting held on 16th October, 2019 by way of Special Resolution, passed at this meeting. 13. This Tribunal vide its order dated 17.12.2019, inter alia directed the Applicant Company to give notice of the instant application to the Ministry of Corporate Affairs through the office of the Regional Director and to cause the publication of notice in the prescribed form. 14. The learned Counsel for the Applicant Company has filed the Affidavit of Service before this Tribunal on 27.12.2019 in relation to the directions contained in the aforesaid order. A perusal of the same shows that fact that the Applicant Company had issued a newspaper advertisement on 21.12.2019 in "Maalai Sudar" (Chennai Edition-Tamil) and "Business Standard" (Chennai Edition - English) in all their editions which are circulated within the State of Tamil Nadu. 15. Consequent thereto, upon receipt of the notice, the RD has submitted its observation dated 19th March 2020, which is reproduced hereunder: In para 4, it is stated that "As the company -proposes to utilize the surplus amount available on the cancellation an extinguishmen....
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....to be that the capital is in excess of the wants of the Company and the Board of Directors are of the view that the excess capital cannot be profitably utilized in the business of the Applicant Company. 2. In view of the same, this Tribunal is of the view that it is just and proper to confirm the reduction of share capital of the Applicant Company as resolved by the members of the Company by passing a special resolution at Extra-ordinary General Meeting dated 16.10.2019 and by way of the consents in the form of affidavit. This Tribunal also approves the proposed Form of Minutes set out in Paragraph 12 of the Application) 3. Notwithstanding the above, if there is any deficiency found or violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the applicant. 4. It is hereby ordered to confirm the reduction of share capital of Petitioner Company by approving the minutes of the EoGM dated 16.10.2019, wherein the members of the Petitioner Company accorded and AN approval to reduc....