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IN THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH, COURT III

COMPANY PETITION NO. 148 OF 2022

In the matter of Section 66 read with Section

52 of the Companies Act 2013 and the Rules

framed thereunder

AND

In the matter of Reduction of Equity Share

Capital of Mahindra Homes Private Limited

Mahindra

Homes

Private

Limited,

CIN: U70102MH2010PTC203618, a com-

pany incorporated under the Companies Act,

1956 having its registered office at 5th Floor,

Mahindra Towers Worli, Mumbai - 400018.

)

)

)

)

)

)

…

Petitioner Company

Order pronounced on: 30^th November, 2022

Coram:

HON’BLE SHRI. H.V. SUBBA RAO

: Member (Judicial)

HON’BLE SMT. ANURADHA SANJAY BHATIA

: Member (Technical)

For the Petitioner:

Mr. Hemant Sethi, Ms. Vidisha Poonja, Devanshi Sethi

i/b. Vidisha Poonja, Advocates

For Regional Director: Rupa Sutar, Authorized Representative of Regional

Director MCA (Western Regional), Mumbai

Per: Smt. Anuradha Sanjay Bhatia, Member (Technical)

ORDER

1. The Court convened by video-conference today.

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2. Heard Learned Counsel for the Petitioner Company and the representative

from the Regional Director (WR). No objector has come before the Tribunal

to oppose the Petition and nor has any party controverted any averments made

in the Petition.

3. The Counsel for the Petitioner Company submits that this petition is for con-

firmation of a special resolution passed by the equity shareholders for reduc-

tion of the issued, subscribed and paid-up equity share capital of the Company

from Rs. 91,35,530/- (Rupees Ninety-One Lakh Thirty Five Thousand Five

Hundred Thirty Only) divided into 8,22,507 Series A equity shares of Rs. 10/-

each, 45,523 Series B equity shares of Rs. 10/- each and 45,523 Series C equity

shares of Rs. 10/- each to Rs. 87,95,530 (Rupees Eighty-Seven Lakhs Ninety-

Five Thousand Five Hundred Thirty Only) divided into 8,22,507 Series A eq-

uity shares of Rs. 10/- each, 28,523 Series B equity shares of Rs. 10/- each and

28,523 Series C equity shares of Rs. 10/- each fully paid up, by cancelling and

extinguishing paid-up equity share capital as mentioned below:

Particulars

Series B

Equity Shares

(held by Actis)

Series C

Equity Shares

(held by MLDL)

Total

Existing No. of shares held (A)

45,523

45,523

91,046

No. of Shares to be reduced through cancellation

and extinguishment (B)

17,000

17,000

34,000

Face value per share (fully paid) (INR)(i)

10

10

-

Price per share to be paid in excess of paid-up

share capital as per valuation report issued by

Registered Valuers, M/s. Nishant Soni & Associ-

ates (INR) (ii)

41,722

41,722

-

3

Per Share – Excess i.e. premium per share amount

to be paid which will be adjusted against the Secu-

rities Premium account

(INR) (iii) = (ii)-(i)

41,712

41,712

-

No. of shares post reduction of Capital

(C) = (A) – (B)

28,523

28,523

57,046

4. The said special resolution was unanimously approved by the shareholders of

the Petitioner Company in its respective Extra Ordinary General Meeting held

on 19^th May 2022.

5. Pursuant to the cancellation and extinguishment of Series B and Series C equity

shares of the Company, a total consideration of Rs. 141,85,48,000 will be paid

to the holders of Series B and Series C equity shares on a proportionate basis.

6. The Counsel for the Petitioner further submit that Rationale for Capital Reduc-

tion is that:

(a) The Board of Directors in their meeting held on May 13, 2022, discussed

that the Petitioner Company is generating steady cash flows and that the

Petitioner Company intends to continue its existing business operations

and that there were no immediate plans of expanding the business or

initiating new businesses. The Board of Directors also considered the

cash flow, capital requirements and other business factors and were of

the opinion that the Petitioner Company has surplus capital and free re-

serves which are