MUMBAI BENCH, COURT III

In the matter of petition under Section 66 of the Companies Act, 2013 and other applicable provisions of the Act and Rules and

Regulations framed thereunder

AND

In the matter of Reduction of Equity Share Capital of Prakreetee Solar Energy Godawari

Private Limited

PRAKREETEE SOLAR ENERGY ) GODAWARI PRIVATE LIMITED ) [CIN: U74999PN2016PTC164837] ) a Company incorporated under the ) of Companies Act 2013 having its ) registered office at: ) Trios Coworking Private Limited, Office No. )

301, 3rd Floor, Lalwani House, Plot No. 79 ) … Petitioner Sakore Nagar, Viman Nagar, Pune-411014 ) Company

Order pronounced on: 21.03.2024

Coram:

Ms. Lakshmi Gurung : Member (Judicial)

Sh. Charanjeet Singh Gulati : Member (Technical)

Appearances

For the Petitioner : CA Harsh C. Ruparelia i/b A R C H and

Associates, Chartered Accountants

For the Regional Director : Mr. Bhagwati Prasad, Assistant

Director for RD (WR)

Per: Sh. Charanjeet Singh Gulati, Member (Technical

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ORDER

1. The present Petition is filed by Prakreetee Solar Energy Godawari Private Limited (Petitioner Company) for confirmation of reduction of equity share capital of the Petitioner Company under Section 66 of the Companies Act, 2013 and in accordance with the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 and other applicable provisions.

2. The Petitioner Company is a private limited company incorporated under the provisions of the Companies Act, 2013. The registered office of the Petitioner Company is situated in Pune and therefore, this Bench has the jurisdiction to entertain the petition.

3. The nature of business as per the Memorandum of Association of the Petitioner Company is as follows:

“To procure licenses and other authorities and concessions for or in relation to the generation and supply of energy from solar power and other non-conventional sources and to undertake, assist, promote developmental, scientific, technical, engineering, research activities associated with the generation, transmission and distribution of power derived from non-conventional sources of energy including solar wind and to take over any licenses or concessions held by any person, firm or company and to set-up solar power plants, mega projects, general projects, hubs, clusters in India and abroad.”

4. It is stated that Article 37 of the Articles of Association of the Petitioner Company authorizes it to reduce its share capital, any capital redemption reserve account, or any securities premium account including share premium account, in any manner as authorized by law by passing a special resolution.

5. The certificate issued by the Statutory Auditors confirming that the accounting treatment for reduction of equity share capital is in accordance with the accounting standards specified under section 133 and other provisions of the Companies Act, 2013 is annexed to the Petition.

6. The Statutory Auditors have also issued a certificate certifying that the company has not accepted any deposits.

7. The share capital of the Petitioner Company as per audited financial statement for the year ended 31.03.2023 is as follows:

8. It is proposed to reduce the issued, subscribed and paid-up equity share capital of the Petitioner Company by way of cancelling and extinguishing 50,76,00,000 (Fifty Crore Seventy-Six Lakhs) equity shares of Re. 1/- (Rupee one only) each held by M/s. O2 Energy SG Pte. Ltd., the parent company, leading to a reduction in the issued, subscribed and paid-up equity share capital of the Petitioner Company from Rs. 52,26,12,778 consisting of 52,26,12,778 equity shares of Re. 1 each to Rs. 1,50,12,778 consisting of 1,50,12,778 equity shares of Re. 1 each.

9. The reduction is proposed to be made at a consideration of Rs. 0.68 per equity share, as indicated in the Valuation Report dated 17.05.2023 issued by Samarth Valuation Advisory LLP, Registered Valuer (IBBI Registration No. IBBI/RV-E/06/2021/157.

10. It is submitted that the Petitioner Company