The Tribunal confirmed the lawful reduction of share capital under the Companies Act, ensuring creditor interests were protected and compliance with statutory requirements was maintained.

ORDER

1. Heard the Professional for the Petitioner Company and the representative from the Regional Director (Western Region). No objector has come before the Tribunal to oppose the Petition nor any party has controverted any averments made in the Petition.

2. The Professional 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 of the Members held on 9^th day of August 2024 being Exhibit F-1 (Pages 177-179) to the Company Petition, approving the reduction of the issued, subscribed and paid up equity share capital of the Petitioner Company, by way of cancelling and extinguishing aggregate of 16,72,94,090 (Sixteen Crores Seventy Two Lakhs Ninety Four Thousand and Ninety) equity shares of INR 10 (Rupees Ten only) each held by Fresenius Kabi AG, the parent company and Fresenius Kabi Deutschland Gmbh, by payment of aggregate consideration of INR 3,50,98,30,008 (Rupees Three Hundred and Fifty Crores Ninety Eight Lakhs and Thirty Thousand and Eight only) i.e., INR 20.98 per equity share, as indicated in the valuation report prepared by Shreyansh M Jain, Registered Valuer (Securities and Financial Assets), leading to a reduction in the issued, subscribed and paid-up equity share capital of the Company from INR 411,42,03,850 (Indian Rupees Four Hundred Eleven Crores Forty Two Lakhs Three Thousand Eight Hundred and Fifty only) consisting of 41,14,20,385 (Forty One Crore Fourteen Lakhs Twenty Thousand Three Hundred Eighty Five) of INR 10 (Indian Rupees Ten only) each to INR 244,12,62,950 (Indian Rupees Two Hundred Forty Four Crores Twelve Lakhs Sixty Two Thousand Nine Hundred and Fifty only) consisting of 24,41,26,295 (Twenty Four Crores Forty One Lakhs Twenty Six Thousand Two Hundred and Ninety Five only ) equity shares of INR 10 (Indian Rupees Ten only) each. The total reduction from the Securities Premium Account on account of both set-off of balance in the Profit and Loss Account as on the Effective Date and the reduction of paid up equity share capital of the Company shall not exceed the balance in Securities Premium Account i.e. INR 513.055 Crores. For this purpose, the Effective Date means the date on which the order of confirmation of the proposed capital reduction received from the Hon’ble Tribunal is filed with the Registrar of the Companies.

3. The Professional for the Petitioner Company stated that it is authorized by Article 37 of the Articles of Association to undertake reduction of share capital of the Petitioner Company. The extract of Article 37 of the Articles of Association, is as follows:

“37. 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 securities premium account including share premium account

3. The Petitioner Company submits that the management of the Company has proposed a capital reduction in order to rationalize its capital structure, which will result in improvement of financial ratios like return on capital, return on equity and earning per share and also enable repatriation of funds in excess of wants of the Company to the shareholders of the Company. Considering the objective of the Petitioner Company, the Board of Directors of the Petitioner Company at their meeting held on 31^st July 2024 have deemed it appropriate to set-off the balance in the Profit and Loss Account in the books of account of the Petitioner Company as on the Effective Date against the balance in Securities Premium Account appearing in the books of account of the Petitioner Company provided that such adjustment shall not exceed the balance in