TaxTMI 
TaxTMI 
2022 (4) TMI 946
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...., 1956 as a Private Limited Company limited by shares. The Learned Counsel for the Petitioner Company submitted that the Petitioner Company was engaged in the software business and that, the Registered Office of the Petitioner Company is situated at No. 21 Anna Salai, Saidapet, Chennai - 600 015, Tamil Nadu. 2. The Main Objects of the Petitioner Company as set out in Clause III (A) of its Memorandum of Association are briefly stated as under: * To carry on the business of developing application software, systems software, software for Internet and E-commerce applications and any other computer and telecommunication software and maintain, import and export the same to customers/client in India and abroad and offer BPO services, KPO Servic....
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....021 is Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each and the Issued Subscribed and Paid-up capital of the Petitioner Company is Rs. 14,23,62,000/- comprising of 1,42,36,200 equity shares of Rs. 10/- each. 4. It is submitted by the learned Senior Counsel for the Petitioner Company that on perusal of the Articles of Association, more particularly, Article 41 therein, it is disclosed that the Petitioner Company has the power to increase or reduce the capital and to divide the shares in the capital into several classes with rights, privileges or conditions as may be determined, which is extracted below: "41. The Company may, by special resolution, reduce in any manner and with, and subject to, any incident author....
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.... of the Petitioner Company, it apparent that the Petitioner Company has Nil Secured and Unsecured Creditors as on 15th of July, 2021. The said certificate is appended as Annexure-A8, placed at page No. 117 and 118 of the typed set filed along with the petition. 7. Further, it is submitted that the certificate dated 10th August, 2021, issued by the Statutory Auditor of the Petitioner Company annexed as Annexure-A12 to the Petition has confirmed that the Accounting Treatment proposed by the Company as specified in Clause 16 of the Scheme is in conformity with the Accounting Standards specified by the Central Government under Section 133 of the Act, 2013. 8. It is seen from the Petition and the annexures filed therewith, that on the 12th of ....
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....Capital, the Regional Director has decided not to make any objections to the Scheme. 11. In view of the same and upon memo of clarification having been filed by the petitioner for the clarification sought regarding Reserves and Surplus; Cash and Cash Equivalents, this Tribunal is of the view that it is just and proper to confirm the Reduction of Share Capital of the Petitioner Company as resolved by the members of the Company by passing a special resolution and by way of consents in the form of Affidavits, This Tribunal also approves the proposed form of minutes to be registered under Section 66(5) of the Companies Act, 2013 and as given in the Application is as follows: "The Capital of Zifo Technologies Private Limited, is henceforth IN....