TaxTMI 
TaxTMI 
2022 (1) TMI 112
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....owing and making all kinds of confectionery and bakery products, and any other food products. It is also accepting any trusteeships, distributorships and agencies from or out of India with respect to the marketing exercises in or out of India. Memorandum of Association attached as Annexure-A1. 3. The Petitioner Company submits that since the promoters of the Company has in principle decided to windup its operations in India over a period of time and eventually, the local management of the Company has also taken a decision to that effect and has already stopped business operations of the Company. 4. The petitioner company submits that in this scenario, it is imperative on the part of the Company to restructure its existing share capital by reducing the equity share capital and returning the unutilized share capital and securities premium to the shareholders as the Company no longer requires that much funds to meet the ends in coming days' consequent to the absence of core operational activities. 5. The petitioner company submits that Article(s) 37 of the Articles of Association of the petitioner company authorizes the petitioner company to reduce its capital in any way auth....
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....board Resolution passed by the Directors of the Petitioner Company is attached as Annexure-A5 8. A special resolution of the shareholders of the Petitioner Company was duly passed in accordance with Section 66(1) of the Companies Act, 2013, at the EGM held, after due notice as provided in the Companies Act, 2013, on 15th day of May, 2019 it was resolved as under and attached as Annexure-A7 "RESOLVED THAT pursuant to Section 66 read with Section 52 of the Companies Act, 2013, the National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 and all such laws as may be applicable from time to time (including any statutory modification or re-enactment thereof for time being in force) and in concurrence with the provisions of Article 37 of the Articles of Association of the Company and subject to confirmation thereof by the Hon'ble National Company Law Tribunal, Chandigarh Bench and any other statutory authorities, as the case may be required, approval of members of the Company be and is hereby accorded to reduce the issued, subscribed and paid-up equity share capital of the Company from Rs. 79,71,48,460/- (Rupees Seventy Nine Crores Sevent....
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....at it has 3 shareholders holding total equity shares as on May 15, 2019, as follows: Particulars No. of Shares (Rs. 10/- each) % to total Chipita India Cyprus Limited 7,97,14,844 99.999998 Theodoropoulos Spyridon 1 0.000001 Manish Ghia (Nominee of Chipita India Cyprus Limited) 1 0.000001 Total 7,97,14,846 100.00 i. The proposed reconstruction/reorganisation of capital by reduction of paid up capital by after payment to shareholder(s) shall be reflected in the books of Accounts of the Company, on the effective date, in the following manner: Particulars Prior to the Scheme of Reduction coming into effect Proposed Reduction of Capital Upto Paid up Capital post Reduction of Capital upon the scheme becoming effective Number of Equity Shares 7,97,14,846 1,90,00,000 6,07,14,846 Value of each share Rs. 10/- Rs. 10/- Rs. 10/- Total Paid-up Share Capital Rs. 79,71,48,460/- Rs. 19,00,00,000/- Rs. 60,71,48,460/- ii. The share holding pattern of the Company assuming cancellation and extinguishment of full 6,07,14,846 shares, upon the Scheme coming into effect shall be in the following ....
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....tion has been conducted in respect of the petitioner company. It is also mentioned that the petitioner company has not furnished the valuation report to the RoC. 16. The present position of law, while dealing with the provisions of Section 66 (Old Sections 100-104 of Companies Act, 1956) is that if none of the shareholders are objecting for the proposed reduction, then after considering the merits of the case as also connected facts and circumstances such petition normally deserves to be admitted. In the case of Elpro International Limited (Company Petition No.288 of 2007) order dated 22.06.2007 reported in MANU/MH/1414/2007 : [2009] 149 Comp Cas 646 (Bom), Hon'ble Bombay High Court has expressed that the question of reduction of share capital is the matter of domestic concern. Further observed that decision for reduction is based on commercial consideration undertaken by the businessmen who are in the best position to know of the necessities and interests of the company concerned, in the absence of serious allegations as regards the bona fides of the proposed Scheme, the Courts are of the view that no interference in such decisions are acquired. It has also been observed th....