NCLAT permitted the Company to register the minutes of EGM held on 04.02.2019 as per Section 66 (5) of the Companies Act
Shivani Bhati | Dec 28, 2021 |
NCLAT permitted the Company to register the minutes of EGM held on 04.02.2019 as per Section 66 (5) of the Companies Act
The Appellant ‘Brillio Technologies Pvt. Ltd.’ filed this Appeal against the order dated 28.08.2019 passed by National Company Law Tribunal, Bengaluru whereby Appellant’s Application under Section 66 of the Companies Act, 2013 read with Rule 2 of National Company Law Tribunal (Procedure for Reduction of Share Capital of the Company) Rules, 2016 has been dismissed with the liberty to file a fresh Company Petition in accordance with law.
‘Brillio Technologies Pvt. Ltd.’ is a private Company incorporated on 19.05.1997 under the provisions of the Companies Act 1956, in the name and style of Collabera Solutions Pvt. Ltd. On 03.01.2014. the name of the Company was changed to Brillio Technologies Pvt. Ltd. The main objects of the Company are to inter alia carry-on business of publishing Multimedia Web-site for Companies, Corporations, Institution’s individuals and entities including text, audio, video, images, graphics, animation and other forms of information representations etc.
The Appellant is a subsidiary of its current holding foreign Company i.e., M/S GCI Global Ventures, which holds 95.88% shares of the Company. The Company had received requests from the non-promoter shareholders to provide them with an opportunity to dispose of their shareholding in the Company. As per Article 45 and 47 of the Articles of Association, the Company may, from time to time, by special resolution, reduce its capital and/or its securities premium in any manner permitted by law. Therefore, the Board of Directors decided to reduce the equity share capital of the Company.
The Board of Directors of the Company on 24.01.2019 resolved to reduce the equity share capital from the existing Rs. 21,72,50,000/- to 20,82,97,363/- by reducing 89,52,637/-equity shares of Re. 1/-each from non-promoter equity shareholders for a consideration of Rs. 5,61,33,034/- being 89,52,637/- equity shares of Re. 1/- each with premium of Rs. 5.27/- per share paid out of the Securities Premium Account. The Security Premium Account of Rs. 15,24,81,955/- shall accordingly be reduced to Rs. 10,53,01,558/-.
Thereafter, an Extraordinary General Meeting was held on 04.02.2019, wherein by special resolution duly passed in accordance Section 66 (1) read with Section 114 of the Act, the 100% members present, voted in Favor of the resolution for reduction of share capital of the Company.
In this Case, the Tribunal vide its order dated 14.03.2019 (@ Pg. 265 Vol. 2 of Paper Book) directed to serve notice to the Creditors of the Company and to cause paper publication in “the Hindu” English daily, Bengaluru edition and “Udayavani” Kannada daily, Bengaluru edition and file proof of Service in the registry well before the next date of hearing i.e. 21.06.2019.
This Court is of the view that “It is observed that while objections have not been received from creditors, neither has any consent affidavits on their behalf been produced. With regard to reduction of share capital.” is erroneous.
Therefore, NCLAT held that the Company is permitted to register the minutes of EGM held on 04.02.2019 as per Section 66 (5) of the Companies Act. It is hereby directed to the Company to publish about the reduction of share capital in two newspapers namely “the Hindu” in English Language and “Udayavani” Kannada both having circulation in the State of Karnataka within 30 days of the Registration.
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