MUMBAI BENCH, COURT V

In the matter of the Companies Act, 2013

AND

In the matter of a petition under Section 66 and other applicable provisions of the Companies Act, 2013 including any statutory modification or re- enactments thereof for the time being in force and Rule 2 of the National Company Law Tribunal (Procedure for Reduction of Share Capital of

Company) Rules, 2016.

AND

In the matter of Reduction of Equity Share

Capital of Quark Solar Private Limited

Quark Solar Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 69, Tardeo Road, Mumbai, Maharashtra – 400 034,

India.

CIN: U51397MH1998PTC115885 ...Petitioner Company

Order pronounced on 09.04.2025

Coram:

SH. SUSHIL MAHADEORAO KOCHEY, HON’BLE MEMBER (JUDICIAL) SH. CHARANJEET SINGH GULATI, HON’BLE MEMBER (TECHNICAL)

Appearances:

FOR THE PETITIONER: A d v . R a h u l D . O a k ( V C )

FOR THE REGIONAL DIRECTOR (WR): Ms. Rujuta Bankar,

Assistant Director /o RD (WR) (VC)

ORDER Petitioner Company submits that the directions given by the Tribunal vide order dated 04.09.2024 / 25.09.2024 relating to publication and service of notice to Creditors and Statutory Authorities, have been duly complied with. The Affidavit of Compliance dated 05.11.2024 has been filed.

1. Heard the Learned Counsel for the Petitioner Company and the

representative from the Regional Director (Western Region). The

2. No Creditor has come before the Tribunal to oppose the present Petition nor has the Petitioner Company received any objections from the Income-tax Authorities or any other stakeholders in relation to the Company Petition except the report of the Central Government through the Regional Director, Western Region.

3. The Learned Counsel for the Petitioner Company submits that this Company Petition is filed for confirmation of the Special Resolution passed with requisite majority at the Extra-Ordinary General Meeting th of the Members held on 20 February 2024 being Exhibit E to the Company Petition, approving the reduction of the issued, subscribed and paid up equity share capital of the Petitioner Company from Rs. 9,38,50,000/- (Rupees Nine Crore Thirty-Eight Lakhs Fifty Thousand) comprising of 93,85,000 (Ninety-Three Lakhs Eighty-Five Thousand) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 93,85,000 (Rupees Ninety-Three Lakhs Eighty-Five Thousand) comprising of 93,85,000 (Ninety- Three Lakhs Eighty-Five Thousand) equity shares of Rs. 1/- (Rupees One) each by reducing the face value of each equity share from Rs. 10/- (Rupees Ten) to Rs. 1/- (Rupees One) and amend the 'Capital Clause' of the Memorandum of Association of the Company.

4. The Learned Counsel for the Petitioner Company stated that it is authorized by Article 12 of the Articles of Association to undertake reduction of share capital of the Petitioner Company. The extract of Article 12 of the Articles of Association, is as follows:

“12. The Company may, by special resolution, reduce in any manner and with, and subject to, any incident authorized and consent required by law, -

a) its share capital;

b) any capital redemption reserve account; or c) any share premium account.”

5. The Petitioner Company, as given in the present Petition, submits that the rationale for the reduction of capital is as follows-

 The proposed capital reduction will rationalize and streamline its structure which will result in improvement of the financial ratios.

 Improve the net worth of the Company to ensure that the actual value of the Company is represented in the books and records of the Company. The right sizing of the balance sheet is also likely to facilitate the efforts of the company while raising, if any, funds in future.

6. It is submitted that as per the requirements of Section 66 of the Companies Act 2013 read with National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016, that the Petitioner Company has not availed any deposits and therefore, there has been no default in repayment of an