M/s. Balussery Polymers Private Limited vs Registrar of Companies

R. Sucharitha, Member (Judicial)

The instant Application has been filed by the Applicant M/s. Balussery Polymers Private Limited under the provisions of Section 66 of the Companies Act, 2013, seeking reliefs as follows;

a.  That the reduction of share capital resolved on by the special resolution set out in paragraph 8 above be confirmed;

b.  That the requirement of giving notice to the creditors in accordance with Rule 3(1)(Hi) of the NCLT (Procedure for Reduction of share capital of the Company) Rules, 2016 be dispensed with;

c.  That the requirement of publication of notice in accordance with Rule 3(3) of the NCLT (Procedure for reduction of share capital of the Company) Rules, 2016 be dispensed with;

d.  That to this end all direction necessary and proper be made and given;

e.  That the proposed minute be approved; and

f.  That such further or other orders be made in the premises as to the Tribunal shall see fit;

In respect of the above prayers, the Applicant has made an averment to the effect that on 7th July 2021, a Special Resolution was passed by the Shareholders of the petitioner company at the Extra Ordinary General Meeting (EoGM) held at the Registered Office of the Petitioner Company under Section 66 of the Companies Act, 2013 whereby the Company's Issued, Subscribed and Paid Up Share Capital of Rs.19,48,500/- being 19,485 equity shares of Rs. 100/- each fully paid up be reduced to ? 1,48,500/- being 1,485 equity shares of Rs.100/- each fully paid up and that such reduction be effected by cancelling and extinguishing 18,000 issued, subscribed and paid up shares at Rs.100/- per equity share.

The Statutory Auditors of the Applicant company by their certificate dated 22.07.2021 annexed as Annexure "8" 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. 20,00,000/- (Rupees Twenty Lakh Only) divided into 20,000 Equity Share of Rs. 100/- each. The issued, subscribed and paid - up share capital of the Applicant is Rs. 19,48,500/- (Rupees Nineteen Lakh Forty Eight Thousand and Five Hundred Only) divided into 19,485 Equity Shares of Rs. 100/- each.

The Statutory Auditors of the Applicant Company has filed a Certificate to the effect that the Applicant Company does not have any Secured / Unsecured Creditors. A perusal of the Articles of Association, more particularly, Article 8A, discloses that the petitioner company by way of a special resolution can reduce the share capital 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 22.07.2021 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.

ii. The Applicant Company is further directed to cause publication of notice in the prescribed form in English "Business Standard" and in Tamil, "Makkal Kural", 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.