2021 (5) TMI 941

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.... heard the learned counsel for the Petitioner Company and the representative of the Regional Director (WR), MCA, Mumbai. No objector has come before this Tribunal to oppose the Petition and nor has any party controverted any averment made in the Petition. 3. It is submitted that Article 7 of the Articles of Association (AoA) of the Petitioner Company empowers the Company to reduce its share capital in any manner permitted by law by passing a Special Resolution. 4. The learned counsel for the Petitioner Company submitted that the Petition was filed for confirmation of a special resolution for the proposed reduction of its equity paid up share capital in the manner proposed as the Company is proposing to undertake a financial restructur....

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....etitioner Company has passed Special Resolution on 13.05.2020 whereby the shareholders had approved the revised amount for reduction of its equity paid up share from cancelling and extinguishing paid-up equity share capital of Rs. 3,90,00,000 (Rupees Three Crore Ninety Lacs only) divided into 39,00,000 equity shares of Rs. 10 each to cancelling and extinguishing paid-up equity share capital of Rs. 1,92,18,450 (Rupees One Crore Ninety-Two Lacs Eighteen Thousand Four Hundred Fifty only) divided into 19,21,845 equity shares of Rs. 10 each. 8. The learned counsel for the Petitioner Company filed an amendment application bearing CA No. 1082/MB/2020 for the revision of the reduction of share Capital amount and equity shares and same was allowe....

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....d reduction. The decision of the Income Tax Authority is binding on the Petitioner Company.            With respect to the observation under Paragraph 7(b), are self explanatory and no reply sought from the Company.       7(c )            The Scheme proposes to repay Rs. 1,561/- for each equity share (including premium of Rs. 1551 per equity share) to the Shareholders, which appears to circumvent the provisions of Section 68-the buyback of Shares. The Petitioner Company be directed to place on record as to how the present scheme is not to circumvent the provisions of Section 68.        &nbsp....

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....al is approved by This Bench. 12. The learned counsel for the Petitioner Company further submitted that the Company has complied with all statutory requirements as per the directions of the Tribunal vide its order dated 06.02.2020 and has filed necessary affidavits to that effect. Moreover, the Petitioner also undertakes to comply with statutory requirements, if any, under the Act and the Rules made thereunder, as would be applicable. The undertaking given by the Petitioner Company is accepted. 13. Taking the submissions made by the Petitioner Company and the RD and upon perusal of the records, we are satisfied that the Petition can be allowed. Hence ordered. ORDER The Petition for reduction of share capital be and the same is a....