Indarma Prime Industries Private Limited vs Registrar of Companies

R. Sucharitha, Member (Judicial)

The instant Application has been filed by the Applicant viz. Indarma Prime Industries Private Limited under the provisions of Section 66 of the Companies Act, 2013, seeking reliefs as follows;

a. That the Tribunal direct that publication of notice of this Application be given in a leading English newspaper and in a leading vernacular language newspaper, both having wide circulation in the State in which the registered office is situated;

b.  That the Tribunal given notice or direct that notice be given to the Central Government, Registrar of Companies and the creditors of the Company;

c.  That the Tribunal direct that notice of this application be uploaded on the website of the Company;

d.  That the reduction of capitai resolved on by the special resolution set out in the paragraph 9(d) above be confirmed;

e.  That to this end all directions necessary and proper be made and given;

f.  That the proposed minute be approved; and

g.  That such other or further order as shall be just and equitable, having regard to the facts and circumstances of this case and thus render justice.

In respect of the above prayers, the Applicant has made an averment to the effect that on 30th September 2020, a Special Resolution was passed by the Shareholders of the petitioner company at the Annual General Meeting held at the Registered Office of the Petitioner Company under Section 66 of the Companies Act, 2013 whereby it was accorded to reduce the Issued, Subscribed and Paid Up Share Capital of Rs. 3,22,21,000/- consisting of 26,99,800 Equity Shares of Rs. 10/- each amounting to Rs. 2,69,98,000/- and Rs. 52,23,000/- from the amount originally paid up on the forfeited shares to Rs. 2,59,97,000/- consisting of 20,77,400 Equity shares of Rs.10/- each and Rs. 52,23,000/- from the amount originally paid up on the forfeited shares by paying off cancelling and extinguishing, in aggregate 19.29% of the total issued, subscribed and paid up equity share capital of the Company, comprising of Rs. 6,21,400 equity shares of Rs.10/- each held by the non - promoter and foreign promoter shareholders of the Company i.e. other than the individual promoter - shareholders of the Company.

The Statutory Auditors of the Applicant company by their certificate dated 21.10.2020 annexed as Annexure "A6" to the Application has confirmed that the Accounting Treatment proposed by the Company is in conformity with the Accounting Standards specified by the Central Government under Section 133 of the Act, 2013.

We have perused the application filed by the Applicant along with the annexures. The authorized share capital of the Petitioner company is Rs.5,50,00,000/- (Rupees Five Crore Fifty Lakh Only) divided into Rs.  55,00,000 Equity Share of Rs. 10/- each. The issued, subscribed and paid - up share capital of the Applicant is Rs. 3,22,21,000/- (Rupees Three Crore Twenty Two Lakh Twenty One Thousand Only) divided into Rs. 26,99,800 Equity Shares of Rs. 10/- each amounting to Rs. 2,69,98,000/- (Rupees Two Crore Sixty Nine Lakh Ninety Eight Thousand Only) and Rs 52,23,000/- (Rupees Fifty Two Lakh and Twenty Three Thousand Only) from the amount originally paid-up on the forfeited shares.

The Statutory Auditors of the Applicant Company has filed a Certificate which is appended as "Annexure A5" to the effect that the Applicant Company as on 21.10.2020 has only one Creditor with an outstanding balance of Rs. 11,15,800/-. A perusal of the Articles of Association, more particularly, Article 35, discloses that the petitioner company by way of a special resolution can cancel any shares of the company.

In consonance with the provisions of this Act as well as the rules framed thereunder, the company amongst other documents, have also filed a certificate dated 21.10.2020 from the Auditor of the company issued to the effect that the accounting treatment for the Reduction of Share Capital is in conformity with the Accounting Standards specified by the Central Government under Section 133 of the Act, 2013.

Taking into consideration, the application as well as the documents filed along with it, and also the representation made by the Learned Counsel for the applicant company, we order as follows;

i.  The Applicant is directed to give notice of the instant application within a period of 7 days from the date of receipt of this order to the Central Government, Regional Director, the Registrar of Companies having jurisdiction over the files of the Applicant Company as well as to the Creditor(s) of the Applicant Company.

ii.  The Applicant Company is further directed to cause publication of notice in the prescribed form in English "Business Standard" (All India Edition) and in Tamil, "Dina Mani" (Tamil Nadu Edition) where the registered office of the Applicant Company is situated.

iii.  The Applicant Company is also directed to upload in their website, if any, intimating the factum of the petition and notice of the date of hearing, which is fixed as 16.03.2022.

The Applicant Company shall file an affidavit confirming the dispatch and publication of notice not later than seven days from the date of issue of such notices. The notices directed to be issued herein by the Applicant shall be given by the Applicant Company whereby the authorities to whom such notices are issued shall have alteast three months from the date on which the notice is served on them to file their report/objection, if any.

The Application shall come up for hearing on 16.03.2022 by which date the authorities to whom the notice of the Application is directed to be given shall file their objections, if any, failing which it will be presumed that there is no objection to the confirmation of reduction of share capital of the petitioner company as contemplated in the petition.