TaxTMI 
TaxTMI 
2024 (4) TMI 1394
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....he National Company Law Tribunal, Mumbai Bench in CP No.239/MB/2022 and in Intervention Petition No.2/2023. It is alleged the Ld. NCLT had erroneously allowed the petition filed by the Respondent Company and dismissed the Appellants' Intervention Petition on holding reduction of share capital is just and equitable in view of the various decisions and in terms of Section 66 of the Companies Act, 2013. The main grounds for filing the appeal is a) The minority shareholders holding 5.86% shareholding were given no option and were forced to leave the Company by a group of approximately 94.62% shareholders belonging to the promoter's group. b) The proposed reduction is discriminatory, unfair and mala fide and is aimed towards ex....
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.... was approved by the Ld.NCLT Mumbai vide it order dated 03.11.2022. 6. During his arguments the learned counsel for the appellant had referred to Agenda No.4 of the Notice of AGM which proposed a resolution for the reduction of equity shares of the Company. The explanatory statement to the said Notice provided There is no trading platform available to the shareholders and the equity shares of the Company have lost its marketability. In view of this, many pubic shareholders have expressed their desire to tender/transfer their equity shares they hold in the Company as they are unable to dispose of the same. It was for this reason the Respondent company provided the public shareholders an exit opportunity so as to provide liquidity to share....
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....le the company be allowed to reduce its capital and transfer part of the property as envisaged in the proposed reduction. It relied upon Reckitt Benckiser (India) Ltd reported in 2005 122 DLT 612 wherein it was held the question of reduction of share capital is treated as a matter of domestic concern and the decision of majority will prevail. The IA was thus dismissed. 12. We have also gone through various documents annexed with the appeal viz. Notice of 29th AGM to be held on 29.09.2022 (Annexure A-6) at Page 84 of the paper book contains the rational i.e. providing the public shareholding the exit opportunity so as to provide liquidity to such shareholders with a fair and just valuation of the company. We have also examined the percent....
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....4. Ordinary and special resolutions.-(1) xxx (2) A resolution shall be a special resolution when- (a) xxx (b) the notice required under this Act has been duly given; and (c) the votes cast in favour of the resolution, whether on a show of hands, or electronically or on a poll, as the case may be, by members who, being entitled so to do, vote in person or by proxy or by postal ballot, are required to be not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting. 15. Thus for a special resolution one needs 75% voting of those present. Admittedly, the voting was 99.954% in favour of the resolution. 16. Though the learned counsel for th....