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IN THE NATIONAL COMPANY LAW TRIBUNAL
KOLKATA BENCH - I
KOLKATA
C.P No. 1011/ KB/ 2020
In the matter of:
An application under section 66 of the Companies Act, 2013 read with the
National Company Law Tribunal (Procedure for Reduction of Share Capital of
Company) Rules, 2016.
And
In the matter of:
Mayank Global Finance Limited, a company incorporated under the
Companies Act, 1956, having CIN: U17124WB1992PLC056203, and having
its registered office at 5 B, Crescent Tower, 229, A. J. C. Bose Road, Kolkata
700020, West Bengal.
…. Petitioner
Date of Hearing: 28th January 2022
Date of Pronouncement: 23rd February 2022
Coram:
Shri Rajasekhar V.K., Member (Judicial)
Shri Balraj Joshi, Member (Technical)
Appearances (via Video Conferencing):
Ms. Neha Somani, Practising Company Secretary - For the Petitioner
ORDER
Per: Balraj Joshi, Member (Technical)
1.
This court convened via video conference today.
2.
This is a Petition filed under section 66 of the Companies Act, 2013
('the Act') read with the National Company Law Tribunal (Procedure
for reduction of share capital of Company) Rules, 2016. The petitioner
company, Mayank Global Private Limited ('the Company') seeks
IN THE NATIONAL COMPANY LAW TRIBUNAL
KOLKATA BENCH - I
Mayank Global Finance Limited
CP No. 1011 /KB/ 2020
Page 2 of 11
approval of this Tribunal qua Special Resolution passed at the Extra
Ordinary General Meeting held on 31/01/2020 for reduction of the
issued, subscribed and paid-up equity shares capital of the company
from 65,45,768 equity shares of Rs. 10/- each to 64,65,768 equity
shares of Rs. 10/- each, by cancelling and extinguishing 80,000 equity
shares of Rs. 10/- each, issued at a premium of Rs. 490/- each,
aggregating to Rs.4,00,00,000/- (Rupees Four Crore only), held by the
"identified shareholders".
3.
The Ld. Authorised Representative for the Petitioner Company submits
that no objector has come before the Tribunal to oppose the Petition
and nor has any party controverted any averments made in the Petition.
4.
The Ld. Authorised Representative for the Petitioner Company submits
that Article 12 of the Articles of Association of the Petitioner Company
and section 66 of the Companies Act, 2013 (“Act”) read with National
Company Law Tribunal (Procedure for Reduction of Share Capital of
Company) Rules, 2016 empowers the Petitioner Company to reduce its
share capital and securities premium account by passing a special
resolution.
5.
The broad facts in the background of which the present petition has
been filed by the petitioner is that the Petitioner Company was subject
to survey action u/s. 133A of the Income Tax Act on 02/06/2015.
Subsequently, the Petitioner Company had filed an application u/s.
245C(1) of the Income Tax Act, 2016 on 01/09/2017 before the
Settlement Commission (IT & WT), Additional Bench, Kolkata
(hereinafter referred to as "Settlement Commission") for settlement for
the Assessment Years 2011-12 to 2017-18 vide Settlement. Application
No. WB/KOL/PCIT-CENTRAL-I/2017-18/15/IT. The said application
was settled vide order dated 12/10/2018 u/s. 245D(4) of the Income
Tax Act, 1961.
6.
Ld. Authorised Representative submits that the reason that has
necessitated the reduction of Equity Share Capital of the Applicant,
IN THE NATIONAL COMPANY LAW TRIBUNAL
KOLKATA BENCH - I
Mayank Global Finance Limited
CP No. 1011 /KB/ 2020
Page 3 of 11
inter alia, is that pursuant to the aforesaid order dated 12/10/2018 of the
Income Tax Settlement Commission u/s 245D(4) of the Income Tax
Act, 1961, Share Capital of Rs. 8,00,000/- and Securities Premium of
Rs. 3,92,00,000/-, aggregating to Rs. 4,00,00,000/- was ordered to be
treated as income of the Company. Accordingly, such equity share
capital needed to be cancelled.
7.
Accordingly, the Board of Directors of the Company, at its meeting
held on 04/01/2020 subject to approval of the eq
