IN RE Vs. REGENCY TRUST LIMITED

JUDGEMENT

(1.) Per Shri V.P. Singh, Member (judicial) This is a petition filed under section 66 of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for reduction of share capital of company) Rules, 2016. The petitioner company seeks approval of this Tribunal qua the special resolution passed through Postal Ballot results declared on 09.08.2016 wherein it was resolved that the issued subscribed and paid up equity share capital of Rs.lO,00,00,000/-(RupeesTen Crores only) consisting of Rs.1,00,00,000 equity shares of Rs.10/- (Rupees Ten) each fully paid-up to Rs.l,00,00,000/-(One Crore only) divided into 1,00,00,000 (One Crore) fully paid-up equity shares of Re.l/- each, by writing off the accumulated losses of the company. Section 66 of the Companies Act, 2013 came into force w.e.f. 01.06.2016 which corresponds to erstwhile section 100-104 of the Companies Act, 1956.

(2.) The broad facts in the background of such the present petition came to be filed are that the above named company, the applicant herein (hereinafter call the company') was registered on the 2nd day of September, 1988 under the provisions of the Companies Act, 1956 as a company limited by shares with a share capital. The authorised and paid-up capital of the company is Rs. 10,00,00,000/- (Ten Crore only) divided into 1,00,00,000 (One Crore) equity shares of Rs.10/- each of which 1,00,00,000 (One Crore) equity shares have been issued and have been fully paid-up. The equity shares of the company are listed at BSE Ltd.

(3.) The matter was heard on different dates. The petitioner was directed by an order dated 06.03.2017 to serve a notice along with a copy of the petition on all regulatory authorities including SEBI, Central Government. The company filed an affidavit dated 21.04.2017 confirming the service of notice on the Regional Director, Eastern Region, the Registrar of Companies, West Bengal as also the Securities Exchange Board of India (SEBI) on 07.04.2017. The Central Government through the Regional Director, Eastern Region as well as SEBI were represented. Although no affidavit came to be filed from SEBI, Ld. Advocate representing SEBI submitted that since BSE had given no objection, there was nothing further to communicate from SEBI side and the communication dated 23.06.2016 from BSE is placed on record. The Regional Director, Eastern Region, filed his affidavit dated 16.08.2017. The observations of the Central Government on the petition, as stated in the said affidavit, are extracted below : That it is submitted that Para 7 to 10 of the petition speaks about that the scheme inter - alia provides for writing off part of the debit balance in profit & loss account to the extent of Rs.9,00,00,000/-(Rupees Nine Crores only) against reduction of paid-up capital from Rs.10,00,00,000/- (Rupees Ten Cores only) divided into 1,00,00,000/- (one crore) equity shares of Rs.10/- each fully paid-up to Rs.1,00,00,000/- (Rupees one crore) equity shares of Re.l/- each fully paid-up. Thus, the financial statements of the company reflects the real picture and the capital lost is not continued to be shown on the face of balance sheet, the scheme may be considered.