Shillong Expressway Private Limited Vs

The court convened through video conferencing today.

Petition admitted.

Petition fixed for hearing on 19.03.2021.

The learned counsel for the Petitioner Company submits that this petition is for confirmation of Special Resolution passed by the Equity

Shareholders and Preference Shareholders for reduction of the 18,17,000 Preference Shares of INR 10/- each held by IIF-II in order to right-size the

balance sheet of the Petitioner Company. The Petitioner Company will discharge consideration to preference shareholder by way of cash to the extent

of Rs.15,00,00,000/- (Indian Rupees Fifteen Crore only) and issuance of 3,951 1% unsecured non-convertible debentures (NCDs) of face value of

Rs.1,00,000/- (Indian Rupees One Lakh only) each aggregating to Rs.39,51,00,000 (Indian Rupees Thirty Nine Crore Fifty One Lakh only) for the

balance consideration.

India Infrastructure Fund II (‘IIF-II’) and its nominee are holding 100% Equity share capital of the Petitioner Company. Further IIF-II is the

sole owner of the preference shares of the Petitioner Company. IIF-II is a SEBI registered alternative investment fund- category I infrastructure fund

('AIF') which is a limited life fund formed by pooling monies from investors. It is submitted by the Petitioner Company that as per the terms of the

Preference Shares, the Preference Shares are redeemable at a premium. The last date for the redemption is March 31, 2021.

The said Special Resolution was passed by the Petitioner Company in its Extra Ordinary General Meeting of Equity Shareholders held on 14th

October, 2020. The said Special Resolution was also passed by the Preference Shareholders of the Petitioner Company on 14th October 2020 itself;

annexed at Annexure J3 and J4 respectively.

The Petitioner Company is directed to serve notices along with copy of the special resolution upon the secured and unsecured creditors of the

Petitioner Company, with a direction that they may submit their representationsto the Tribunal, if any, and a copy of such representations shall

simultaneously be served upon the Petitioner Company, failing which it shall be presumed that secured and unsecured creditors have no

representations to make on the proposed capital reduction. Wherever the respective agreement with secured creditors provide for obtaining NOC

before capital reduction, the same be complied by the petitioner company and compliance report be submitted in due course but not later than 3 days in

advance before the date fixed for hearing.

The Petitioner Company is directed to serve notices in Form No. RSC-2 along with copy of scheme upon :- (i) the Registrar of Companies, Mumbai

(ii)the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, (iii) Chairman, NHAI with a direction that they may submit their

representations to the Tribunal, if any, within a period of three months from the date of receipt of such notice and copy of such representations shall

simultaneously be served upon the Petitioner Company, failing which, it shall be presumed that the authorities have no representations to make on the

proposed capital reduction.

Within seven (7 days) from the date of this order, the Petitioner Company to publish notice in Form No. RSC-4, the notice of the date of hearing of

Petition as required under NCLT (Procedure for Reduction of Share Capital Rules, 2016) in ‘Business Standard’ in English language and

translation thereof in ‘Navshakti’ in Marathi language both having wide circulation in the State of Maharashtra and may upload the same on the

website of the company.

The Petitioner Company shall file an affidavit in this Tribunal not later than 30 (Thirty) days from the date of issue of such notices, mentioned in

Paragraph 7 and 8 above and publication of the notices.