Per: Manoj Kumar Dubey, Member (Technical)

1. This is an application filed by the Petitioner Company under Section 66 read with other applicable provisions of the Companies Act, 2013 a/w National Company Law Tribunal (Procedure for Reduction of Share Capital of the Company) Rules, 2016 inter alia seeking reduction of capital resolved pursuant to the special resolution passed on 10th June 2020 set out in Paragraph 8 be confirmed; to this end all inquiries and directions necessary and proper be made and given; form of minute under Section 66 of the Act as set out in Paragraph 14 be approved.

2. "Celestica (India) Private Limited, the Petitioner Company was incorporated on 08.02.2005 under the provision of the Companies Act 1956 as a company limited by shares with a share capital, having CIN: U31909KA2005PTC035565 and registered office of the company is situated at First Floor, No. 6/12, Primrose Road, Bengaluru - 560025. Therefore, the matter lies within the territorial jurisdiction of this Tribunal.

3. A copy of the Memorandum and Articles of Association has been placed on record as Annexure-A of the petition. The main objects of the Petitioner Company inter alia are as under:

"To carry on the business in India and elsewhere relating to the business of manufacturing electronic products and to act as contract manufacturers, designers, etc. and to provide logistics, fulfillment, supply chain, consulting and after sale manufacturing services and other services and activities related or ancillary thereto including without limitation, designing, developing, making, producing, processing, using, promotion, purchasing, selling installing, maintaining, hiring, etc.

4. It is stated that Article No. 22 of the Articles of Association empowers the Petitioner Company to reduce its capital. The extract of the said Article is given hereunder:

"Article 22

The Company may, by ordinary resolution--

a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares or any of them;

b) Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum, subject, nevertheless, to the provisions of Act; and

c) Cancel any shares, at the date of the passing of the resolution; have not been taken or agreed to be taken by any person.

22A. The Company, may from time to time by special resolution and on compliance with the provisions of Section 66 of the Companies Act, 2013 reduce its share capital and any capital reserve fund or share premium account.

5. The Petitioner Company has made the following prayers:

i) "That the reduction of capital resolved pursuant to the special resolution passed on 10th June 2020 set out in Paragraph 8 above be confirmed;

ii) That to this end all inquires and directions necessary and proper be made and given;

iii) That the form of minute under Section 66 of the Act as set out in paragraph No. 14 above be approved and

iv) That such further or other orders be made as the Tribunal shall deem fit in the interest of justice and equity;

6. The authorised share capital of the Company is Rs. 67,50,00,000 (Rupees Sixty Seven Crores Fifty Lakh only) divided into 6,75,00,000/- (Rupees Six Crores Seventy Five Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each and issued and fully paid up share capital of the Company is Rs. 50,94,52,500/- (Rupees Fifty Crore Ninety Four Lakhs Fifty Two Thousand Five Hundred only) divided into 5,09,45,250/- (Five Crore Nine Lakhs Forty Five Thousand Two Fifty) equity shares of Rs. 10/- (Rupees Ten only) each.

7. It is submitted that the Board of Directors of the Petitioner Company at its meeting held on 20.05.2020 resolved to reduce the issued, subscribed and paid-up capital of the company from Rs. 50,94,52,500/- (Rupees Fifty Crores Ninety Four Lakhs Fifty Two thousand and Five Hundred only) divided into 5,09,45,250 (Five Crores Nine Lakh Forty Five Thousand and Two Fifty only) equity shares of Rs. 10/- each to Rs. 94,52,500/- (Rupees Ninety-Four Lakhs Fifty Two Thousand Five Hundred only) divided into 9,45,250 (Nine Lakhs Forty five thousand Two Hundred and Fifty) equity shares of Rs. 10/- each by way of paying off, cancelling and extinguishing 5,00,00,000 equity shares of Rs. 10/- held by the holder of the equity shares of the company namely Celestica (Netherlands) BV (The Shareholders).

8. It is submitted that there are no Creditors in the Petitioner Company as on 18.12.2020. The list of creditors and the declaration by the Directors of the Petitioner Company confirming that there are no Creditors as on 18.12.2020 is furnished as Annexure-F & F1 of the Petition and Certificate issued by the Statutory Auditors confirming the correctness of the list of Creditors as per the records of the Petitioner Company are furnished as Annexure-G of the Petition.

9. It is further submitted that the Company is not in arrears in the repayment of the deposits or interest payable thereon as on the date of this petition. The declaration made by the Director of the Petitioner Company for the same is furnished as Annexure-I and a Certificate issued by Srinivasa and Co., the Chartered Accountants confirming that the Company has not accepted any deposits is furnished as Annexure-J of the Petition.

10. Pursuant to the said Board meeting dated 20th May 2020, the Extraordinary General Meeting was held on 10th June 2020 wherein, the members of the Petitioner Company, vide Special Resolution, have unanimously approved the proposed reduction, which inter alia read as under:

"RESOLVED THAT pursuant to Section 66 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, (including any statutory modifications or re-enactments thereof for the time being in force) made thereunder (the "Act") and the National Company Law Tribunal (NCLT) (Procedure for Reduction of Share Capital of Company) Rules, 2016 ("Rules"), read with Articles of Association of the company and subject to the confirmation by the National Company Law Tribunal (NCLT) and such other approvals as may be required and subject to the terms and conditions and modifications if any, as may be prescribed by the NCLT and any other appropriate authority while granting approval or confirmation, and which may be agreed to by the Board of Directors of the Company, the issued, subscribed and paid-up capital of the company be and is hereby reduced from Rs. 50,94,52,500/- (Rupees Fifty Crores Ninety-Four Lakhs Fifty Two Thousand and Five Hundred only) divided into 5,09,45,250 (Five Crore Nine Lakh Forty Five Thousand and Two Fifty only) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 94,52,500/- (Rupees Ninety Four Lakh Fifty Two Thousand Five Hundred only) divided into 9,45,250 equity shares of Rs. 10/- each by way of paying off, cancelling and extinguishing 5,00,00,000 equity shares of Rs. 10/- held by the holder of the equity shares of the Company namely Celestica (Netherlands) BV (The Shareholder).

RESOLVED FURTHER THAT pursuant to the reduction of share capital of the Company from Rs. 50,94,52,500 to Rs. 94,52,500/-, 5,00,00,000 being Rs. 3/- per equity share shall be paid off based on the valuation report issued by the Chartered Accountant and thereby cancelling and extinguishing all such shares."

RESOLVED FURTHER THAT the board of directors of the Company be and is hereby jointly/severally authorised to make applications/petitions and other paper and documents as may be required to the National Company Law Tribunal in connection with reduction of the Share capital of the Company and to do all such acts, deed and things as may be necessary and to record the same in the registers, books and records maintained by the Company to give effect to this resolution."

11. It is submitted that the reduction of capital does not involve diminution of any liability in respect of unpaid share capital. There will be no reduction in the nominal value of an equity share of Rs. 10/-. The creditors of the Petitioner company will in no way be affected by the proposed reduction of share capital as there is no reduction in the amount payable to any of the creditors, no compromise or arrangement is contemplated with the creditors and there is no reduction in the security, which the creditors may have in the Petitioner Company as the company continues to be profit making with sufficient reserves. Further, the proposed reduction of share capital would not in any way adversely affect the ordinary operation of the Applicant Company or the ability of the Applicant Company to honour its commitments or to pay its dues in the ordinary course of business.

12. Vide Certificate dated 18th December 2020 issued by Srinivasa & Co., Chartered Accountants, it is confirmed that the accounting treatment specified in paragraph 8 is in conformity with section 133 of the Act read with the Rules.

13. It is stated that there are no pending inspection, inquiry or investigation against the company under the Companies Act, 2013.

14. When the C.P. was listed on 07.04.2021, the following order was passed:

"1. Heard Shri Shyam Sunder, Learned Counsel for the Petitioner.

2. Admit. Issue notice. Registry is directed to prepare the notice to the Regional Director (SER), Hyderabad and the Registrar of Companies, Karnataka, and the Learned Counsel for the Petitioner is permitted to collect the notice and serve it personally on the Regional Director (SER), Hyderabad and the ROC Karnataka along with the CP and material papers and submit proof of service in the Registry well before the next date of hearing. ROC and RD are directed to file the reply within three weeks with a copy endorsing to the Petitioner and the Petitioner is directed to file reply affidavit to the observations of said authorities, if any, well before the next date of hearing, with a copy served on the respective authorities. Post the case for final hearing on 05.05.2021."

15. The Registrar of Companies, Karnataka, Bengaluru and the Regional Director, South Eastern Region, Hyderabad have filed the Common Affidavit vide Diary No. 2721 dated 18.10.2021 by inter alia observing as under:

i) Para 5: The Company proposed for reduction of capital of the Company from Rs. 50,94,52,500/- comprising of 5,09,045,0250 equity shares of Rs. 10/- each to Rs. 94,52,500/- comprising of 9,45,250 equity shares of Rs. 10/- each by reducing 5,00,00,000 equity shares of Rs. 10/- each.

ii) Para 6: Upon the scheme is approved, the paid-up capital shall be Rs. 94,52,500/- divided into 9,45,250 equity shares of Rs. 10/- each and reserves and surplus would be Rs. 3,45,49,793/-.

iii) Para 7: As per Para 14 of the petition, the form of minute proposed to be registered under Section 66(5) of the Companies Act, 2013 is as follows:

"The paid-up equity share capital of the company is henceforth Rs. 94,52,500/- (Rupees Ninety-Four Lakhs Fifty Two Thousand Five Hundred only) divided into 9,45,250 (Nine Lakhs Forty five Thousand Two Hundred and Fifty) equity shares of Rs. 10/- each.

iv) Para 8: The Company amended its Articles of Association by inserting Article No. 22A to enable reduction of share capital of the Company by passing special resolution in the Extraordinary General Meeting held on 06.03.2020 and filed MGT-14 vide SRN R36342541 which was taken on record on 09.04.2020.

v) Para 9: The Board of Directors of the Company at their meeting held on 20.05.2020 has considered and approved the proposal for the reduction of paid-up share capital of the Company.

vi) Para 10: The shareholders of the company have approved the proposal for reduction of paid-up capital by passing special resolution in the Extra Ordinary General Meeting held on 10.06.2020. The resolution for the proposed reduction of share capital was filed by the Petitioner Company in Form No. MGT-14 vide SRN: R42116780 and the said form was approved by this office.

vii) Para 11: The Petitioner company has submitted certificate from Shri Sujay K.N., Partner M/s. Srinivas and Co. Chartered Accountants dated 18.12.2020 stating that as on 18.12.2020, there is no secured or unsecured creditors in the company. The Managing Director of the company vide letter dated 02.09.2021 has submitted that there are no creditors as on 01.09.2021 except professional charges to the tune of Rs. 1.28 lakhs.

viii) Para 12: The Petitioner Company has submitted certificate from Shri Sujay. K.N. Partner, M/s. Srinivasa and Co., Chartered Accountants dated 18.12.2020 certifying that as on 18.12.2020, the Petitioner Company has not accepted any deposit under Section 73 to 76 of the Companies Act, 2013 and not in arrear of repayment of deposit or interest thereon.

ix) Para 13: The Petitioner Company has submitted certificate from Shri Suja K.N. Partner M/s. Srinivasa and Co., Chartered Accountant dated 18.12.2020 certifying that accounting treatment proposed is in conformity with section 133 of the Companies Act, 2013 r/w Rules made thereunder.

x) Para 14: The copy of the advertisement for Reduction of Capital as per NCLT Rules has not been attached along with the application submitted by the Petitioner company. NCLT has not given exemption for giving advertisement as sought in the petition.

xi) Para 15: It is noticed that the paid-up capital of the company is more than Rupees Five Crores since 07.09.2005, but company has appointed Company Secretary only on 01.07.2020. The Company has to file compounding Application to get the offence compounded/adjudicated under Section 383A of the Companies Act, 1956 r/w Section 203 of the Companies Act, 2013 before the Scheme is allowed.

xii) Para 16: As both the shareholders of the Petitioner company are Foreign Nationals hence, compliance of FEMA/RBI guidelines are to be complied. Hence, in this regard the Petitioner Company shall file affidavit to show compliance of the same after approval of reduction of capital by the Hon'ble NCLT.

xiii) Para 17: As per the financial statement submitted by the company as at 31.03.2020 (31.03.2021 not yet due for filing) the company is almost closing down its operations. Company has virtually no employees, no infrastructure. All been shown as almost nil as compared to the corresponding previous year. Apparently that the foreign holding company wanted to take out the money in the name of reduction of capital before closure.

xiv) Para 18: Since the petitioner company is paying off major amount through the scheme, compliance is to be made with regard to Income Tax. The Petitioner Company shall furnish an undertaking to the effect that all the tax implications shall be complied with.

xv) Para 19: As per the valuation report, the value of the share is Rs. 3.73 and when it is rounded off it should have been Rs. 4/-. However, the value to be paid per share to the shareholders is shown as Rs. 3/-. In this regard, the Petitioner Company be directed to clarify the same to be Hon'ble NCLT.

xvi) Para 20: As per the information furnished by the company, the secured and unsecured creditors are shows as NIL as on 18.12.2020. However, in case any liability accrued thereafter the Petitioner shall take care of liabilities since major amount is paid off to one shareholder.

xvii) Para 21: As per the Auditor's report for the Financial year 2018-19 there was a qualified opinion on related party transaction i.e. certain international transaction with Fellow subsidiaries and the company has not obtained report as required under Income Tax. Therefore, the company may submit NOC from Income Tax Department and also approval of RBI in this regard for the transactions from 2013 till date.

xviii) Para 22: It is seen from the Balance Sheet as at 31.03.2020, the Petitioner company is having accumulated losses of Rs. 31,72,06,065/- crores but is having a cash and cash balance of Rs. 18,33,72,869/- crores and is using the same for returning to the shareholders. The Petitioner Company may be directed to furnish reasons for huge loss including compliance of RBI guidelines for return of capital especially when other transactions are not approved reported to RBI.

xix) Para 23: The Petitioner Company instead of choosing the option of buy back available to them, has come before the Hon'ble NCLT with the present scheme of reduction of capital to pay off the excess capital. In this regard, the Petitioner Company may be advised to clarify the same to the Hon'ble NCLT.

xx) No prosecution, compliant, inquiry and inspection is pending with this office.

16. The Petitioner Company in response to the common report of RD and ROC has filed a reply affidavit vide Diary No. 509 dated 09.02.2022 has inter alia stated as under:

i) Regarding observation made in Para 14 of the report: It is stated that there were no creditors of the Company as on the date of application. Further, the Petitioner Company sought the Tribunal's direction to dispense with requirement of issuing notice to creditors and publication of notice in newspaper under rule 3(iii) and Rule 3(3) of the National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 pursuant to the provisions of Rule 3(6) of the above mentioned NCLT Rules, 2016. Further there is no direction made by the Tribunal.

ii) Regarding observation made in Para 15 of the report:: It is submitted that the Petitioner company made efforts/and has taken several actions to find a suitable candidate for the post of the Company Secretary, however since the Company had only little operations, it took time for the Company to find and appoint a Company Secretary. Company immediately upon finding a candidate who gave her consent to be appointed as Company Secretary appointed her as Company Secretary w.e.f. 01st July 2020. Board of Directors of the Company decided to compound the period of non-appointment of company secretary and compound the offence. The Petitioner Company states that they will take necessary action to compound the offence and herewith filing the affidavit in this regard.

iii) Regarding observation made in para 16 of the ROC: The petitioner Company shall take necessary action to file affidavit to Hon'ble NCLT and ROC upon completion of the RBI compliance.

iv) Regarding observation made in para 17 of the ROC report: The Petitioner Company for a period of time subsequent to winding up of the manufacturing operations was performing nominal sales service. These sales services entailed the maintenance of certain key relationships for manufacturing opportunities for the Celestica group companies, outside of India. Since transitioning to these regional service activities, the company has required a great deal less capital. The Capital reduction is commensurate with this reduced footprint. The Company does not intend to liquidate; rather it will continue to operate service type activities for the Celestica network (group companies of the parent company).

v) Regarding observation made in Para 18 of the report: The Petitioner Company shall undertake to comply with Income Tax requirement and any implication thereto post reduction of capital.

vi) Regarding observation made in Para 19 of the report: As the valuation was Rs. 3.73/- per share as per the Valuation report, Shareholder decided that rounding off to near 4 will be again questionable by the RBI authority at time of compliance post approval of scheme of reduction. To ease the compliance, it was agreed to reduce by 3/- per share and Rs. 7/- will be written off from the books.

vii) Regarding observation made in Para 20 of the report: The Petitioner Company submitted that he shall take care of the future liability post reduction of share capital.

viii) Regarding observation made in Para 21 of the ROC report: it is submitted that qualified opinion from Auditor relating to delay in obtaining the Transfer pricing certifications/report under Section 92E of the Income Tax Act, 1961 and which was obtained later, and necessary returns filed with the penalty (For A.Y. 2018-19 on 16.01.2020 and A.Y. 19-20 on 28.11.2019). The management believes that penalties arising on account of such non-filing will not be material and the said transaction were service type transactions provided to Celestica group companies and also the transactions were at arm's length price. The Company has satisfied all historical obligations and will continue to meet all future obligations as they come due.

ix) Regarding observation made in Para 22 of the ROC report: It is submitted that accumulated losses relate to legacy manufacturing operations that have since wound down. The cash generated subsequent to the wind down of manufacturing operations remains on hand since the wind down. All transactions since are services in nature with commensurate mark up and supported by transfer pricing studies. Historical losses were generated when the company was unable to attract other customers manufacturing contracts, in order to achieve the underlying efficiencies required to continue manufacturing. This lack of business operations rendered the manufacturing operations unprofitable to due low capacity utilization. The site ultimately needed to be rationalized and wound down. The remaining indirect labour shifted to providing service type activities to the Celestica group companies. Further Company has complied with all the relevant RBI filing and as on date no filing is pending.

x) Regarding observation made in Para 23 of the report: It is submitted that in case of buy back under Section 68, company can buy back maximum upto to 25% of the paid up share capital and free reserves in a year by passing shareholder resolution at a general meeting, which company could not be able to achieve the reduction what it has planned, so it is decided to go for reduction of capital u/s. 66.

17. Heard Shri Shyam Sunder Learned Counsel for the Petitioner and Shri Hemanth Rao, Learned Counsel for the ROC/RD. We have carefully perused the pleadings of the parties and extant provisions of the Companies Act, 2013 and the Rules made thereunder.

18. The Learned Counsel for the Petitioner on 24.05.2022 was permitted the Petitioner to file proper affidavit with regard to the observation made in respect of FEMA/RBI guidelines. Pursuant to the same, the Petitioner Company has filed an affidavit vide Diary No. 2316 dated 30.05.2022 stating that "Both the shareholders of the Petitioner company are foreign nationals and hence, compliance of FEMA/RBI guidelines are to be complied. Hence in this regard the Petitioner Company shall file affidavit to show compliance of the same after approval of reduction of capital by the Hon'ble NCLT."

19. The Petitioner Company avails the option of reduction of paid-up share capital which is in consonance with Section 66 of the Companies Act, 2013. Following are the provisions:

"66. Reduction of Share capital.

(1) Subject to confirmation by the Tribunal on an application by the company, a company limited by shares or limited by guarantee and having a share capital may, by a special resolution, reduce the share capital in any manner and in, particular, may--

(a) extinguish or reduce the liability on any of its shares in respect of the share capital not paid-up; or

(b) either with or without extinguishing or reducing liability on any of its shares,--

(i) cancel any paid-up share capital which is lost or is unrepresented by available assets; or

(ii) pay off any paid-up share capital which is in excess of the wants of the company, alter its memorandum by reducing the amount of its share capital and of its shares accordingly:

Provided that no such reduction shall be made if the company is in arrears in the repayment of any deposits accepted by it, either before or after the commencement of this Act, or the interest payable thereon."

20. The present position of law, while dealing with provisions of Section 66 is that if none of the shareholders are objecting for the proposed reduction, then after considering the merits of the case as also connected facts and circumstances such petition generally deserves to be admitted. Some of the case laws are discussed below:

i) In the case of Elpro International Limited (Company Petition No. 288 of 2007) order dated 22.06.2007 reported in (2009) 149 Comp Cas 646 (Bom), Hon'ble Bombay High Court has expressed that the question of reduction of share capital is the matter of domestic concern. Further observed that decision for reduction is based on commercial consideration undertaken by the businessmen who are in the best position to know of the necessities and interest of the company concerned, in the absence of serious allegations as regards the bonafides of the proposed scheme, the courts are of the view that no interference in such decisions is required. It has also been observed that considering the commercial aspect of the decision it is not permissible for the court to come to the conclusion that the exit opportunity offered is inequitable and unjust.

ii) Likewise, in the case of Reckitt Benckiser (India) Limited (Company Petition No. 206 of 2004) Order dated 31.05.2005 reported in after due consideration of the pre and post reduction, admittedly selective one, it was held that if majority by a special resolution decides to reduce share capital of company, it has also right to decide as to how this reduction should be carried into effect.

iii) It is further observed that while reducing the share capital, company can decide to extinguish some of its shares without dealing in the same manner as with all other shares of the same class. The company limited by shares is permitted to reduce the share capital in any manner; thereby a selective reduction is permissible within the framework of law. On the question of valuation as well, an observation was that valuation of shares is a technical matter, which requires considerable skill and experience. If the stakeholders are satisfied with the value, can approve the transaction of reduction of share capital which should not deem to be inequitable or unfair transaction.

iv) In the case of Precious Energy Limited vs. Regional Director in Company Appeal (AT) No. 17/2021 passed by Hon'ble NCLAT wherein it is held that "It is seen from the record that the reduction of the Share Capital was approved by the Shareholders of the appellant Company unanimously by way of special resolution with the objective of reducing the overall weighted average cost of Capital and improving the earning per share. In Reckitt Benckiser (India) Limited (Supra), the Hon'ble Delhi High Court has upheld the view that "the domestic concern i.e., it is the decision of the majority which prevails. If majority by special reduction decides to reduce the share capital of the Company, which also has the right to decide as to how this reduction should be carried into effect....". In the instant case, admittedly, the reduction of this Share capital was approved unanimously by the Shareholders by way of a special resolution."

"It is seen from the record that the company has complied with all the statutory requirements as per the directions of the Tribunal and has also filed necessary affidavits to that effect. It is also pertinent to mention that none of the Creditors objected to the reduction of the capital. Section 66(1)(b) of the Act enables a Company to reduce its share capital in any manner' provided it is approved by the majority of Shareholders through a special resolution."

v) Further, in the matter of Economy Hotels India Services Private Limited vs. Registrar of Companies in Company Appeal (AT) No. 97 of 2020 passed by Hon'ble NCLAT, it was observed that "Be it noted, that 'Reduction of Capital' is a 'Domestic Affair' of a particular Company in which, ordinarily, a Tribunal will not interfere because of the reason that it is a 'majority decision' which prevails...'.

21. In the circumstances, it is hereby ordered to confirm the reduction of share capital of the Petitioner Company by approving the Minutes of EGM dated 10.06.2020 wherein the members of the Petitioner Company resolved to reduce issued, subscribed and paid-up capital of the company from Rs. 50,94,52,500/- (Rupees Fifty Crores Ninety-Four Lakhs Fifty Two Thousand and Five Hundred only) divided into 5,09,45,250 (Five Crore Nine Lakh Forty Five Thousand and Two Fifty only) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 94,52,500/- (Rupees Ninety Four Lakh Fifty Two Thousand Five Hundred only) divided into 9,45,250 equity shares of Rs. 10/- each by way of paying off, cancelling and extinguishing 5,00,00,000 equity shares of Rs. 10/- held by the holder of the equity shares of the Company namely Celestica (Netherlands) BV (The Shareholder).

22. In terms of the above, the necessary alteration shall be made in the Memorandum of Association by the Petitioner Company for reduction of the paid up share capital. The copy of the altered Memorandum of Association and the Minutes approved along with the order shall be delivered to the ROC by filing the e-Form INC, within 30 days of the receipt of the copy of the order. Accordingly, the Registry shall prepare an order in Form No. RSC-6 as per the National Company Law Tribunal (Procedure for Reduction of Share Capital of the Company) Rules, 2016 and issue to the Petitioner Company. The Petitioner Company shall publish this order of confirmation in 'The Hindu", English daily, Bengaluru edition and 'Udayavani' Kannada daily, Bengaluru Edition, expeditiously, and not later than 30 days from the receipt of copy of the order, as required under Section 66(4) of the Companies Act, 2013.

23. The Company is directed to ensure compliance to the undertaking given by it in the reply given to the ROC/RD report.

24. Ordered Accordingly. To be consigned to the Records.

Form of the Minutes

"The paid-up equity share capital of the company is henceforth Rs. 94,52,500/- (Rupees Ninety-Four Lakhs Fifty Two Thousand Five Hundred only) divided into 9,45,250 (Nine lakhs Forty Five Thousand Two Hundred and Fifty) equity shares of Rs. 10/- each.

At the date of registration of this minute the issued, subscribed and fully paid-up capital shall be deemed to be Rs. 94,52,500/- (Rupees Ninety Four Lakhs Fifty Two Thousand and Five Hundred only) divided into 9,45,250 (Nine Lakhs Forty Five Thousand Two Hundred and Fifty) equity shares of Rs. 10/- each and Reserve and Surplus will be Rs. 3,45,49,793/- (Rupees Three Crore Forty Five Lakhs Forty Nine Thousand Seven Hundred Ninety Three only)."