ORDER

1. The Petition is filed for Reduction of Share Capital of the Petitioner Company from Rs. 2,33,47,130/- divided into 23,34,713 Equity Shares of Rs. 10/- each, to equity share capital of Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10/- each by cancelling and extinguishing 23,24,713 (Twenty-Three Lakhs Twenty-Four Thousand Seven Hundred and Thirteen) Equity Shares of Rs. 10/- each and by making repayment to shareholders which is in excess of wants / requirements at Rs. 10.08/- per equity share.

2. The Petitioner is a private limited company incorporated on 23^rd March, 2010 with Registrar of Companies, Mumbai.

3. Article 1.1 read with Article 4.2 of its Articles of Association of the Petitioner Company empowers the Petitioner Company to reduce its share capital in any manner for the time being authorized by law.

4. The Petitioner Company passed a special resolution at the meeting of its shareholders held on 10^th October, 2022 for reduction of its issued, subscribed and paid-up share capital of the Company from Rs. 2,33,47,130/- divided into 23,34,713 Equity Shares of Rs. 10/- each, to equity share capital of Rs. 1,00,000/- divided into 10,000 Equity Shares of Rs. 10/- each by cancelling and extinguishing 23,24,713 (Twenty-Three Lakhs Twenty-Four Thousand Seven Hundred and Thirteen) Equity Shares of Rs. 10/- each and by making repayment to shareholders which is in excess of wants / requirements at Rs. 10.08/- per equity share.

5. The learned Authorised representative submits the Rationale and justification for reduction of share capital as under:

a) The Company does not have any significant business activity and the share capital employed by the shareholders of the Company is in excess of the want of the Company.

b) It is unlikely that there may be any increase in turnover or business of the Company in foreseeable future. The Shareholders funds are lying unutilized. Thus, it would be prudent decision to return such capital to shareholders which is in excess of requirement. The Board of Directors of the Company, in accordance with the provision of Section 66 of the Companies Act, 2013 and other applicable provisions, if any, read with the applicable rules therein, and subject to the consent of the shareholders and the approval from the Tribunal and other statutory authorities as and when applicable, proposes to pay off the excess funds lying in the book of the Company, by reducing the issued, subscribed and paid up capital from Rs. 2,33,47,130/- (Rupees Two Crore Thirty-Three Lakhs Forty-Seven Thousand One Hundred and Thirty Only) comprising of 23,34,713 (Twenty-Three Lakhs Thirty-Four Thousand Seven Hundred and Thirteen) Equity Shares of Rs. 10/- each to Rs.1,00,000/- (Rupees One Lakh Only) comprising of 10,000 (Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each.

c) Under Section 66 (1) (b) (ii) of the Companies Act, 2013, the Company may reduce the share capital by reducing liability on any of it shares by paying off any paid-up share capital which is in excess of the wants of the Company.

d) Hence, the Board of Directors believe that in order to present fair financial position of the Company and after an analysis of the various options available to the Company, the Board of Directors felt that it would be prudent to pay off the excess capital of the Company which is the most practical and economically efficient option available to the Company in the present scenario.

e) The Reduction of Share Capital, if approved, the Company will represent true financial position which would benefit the shareholders of the Company.

6. The Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, has filed its Report dated 24^th April, 2023 inter alia stating therein observations in para 6 and para 7 of the Report. In response to the observations made by the Regional Director, the Petitioner Company has filed an Affidavit in Rejoinder and has also given necessary clarifications and undertakings. The observatio