Ratakonda Murali, Member (J)

1. Originally this Petition was filed before the Honble High Court of Karnataka and it was numbered as Co.P. No. 231/2016. Subsequently as per Notification No. 1119(E) : dated 7th December 2016 issued by the Ministry of Corporate Affairs, New Delhi, the said case was transferred to this Tribunal and renumbered as T.P. No. 243/2017.

2. This Company Petition was filed on behalf of the Petitioner Company under Section 100-103 of the Companies Act, 1956, praying to confirm the Reduction of Paid-up Equity Share Capital in pursuance of the Special Resolution dated 30th August, 2016 passed by the Petitioner Company.

3. The averments made in the Company Petition is briefly described hereunder:-

The Petitioner Company was incorporated on 1st December, 2006 under the name and style "OZONE CAPITAL ADVISORS PRIVATE LIMITED in the State of Karnataka. Subsequently, the name of the Company was changed to 03 CAPITAL GLOBAL ADVISORS PRIVATE LIMITED on 20th August, 2009 and obtained Fresh Certificate of Incorporation bearing CIN No. U67190KA2006PTC041085.

4. The Registered office of the Petitioner Company is situated at No. 27, Magrath Road, Bengaluru-560 001.

5. The Main objects of the Petitioner Company as set out in the Memorandum of Association are inter alia, includes:

i) To carry in India or anywhere else in the world, the business of providing business advisory services on all areas of finance management including but not limited to advisory services on strategic management, acquisitions, mergers, divestments, capital raisings by indentifying capital needs, timing and identification of potential equity partners, management buyouts, management buy-ins, debt restructuring and the like.

ii) To carry on in India Company, organization or government, whether Indian or foreign, the business as/of Investment, Tax consultants, Wealth portfolio Managers, Underwriter, Sub-underwriter, Merchant banker, Manager, Joint Manager, Lead Managers, Co-Managers, Advisors, Consultants or other Intermediaries in the Primary and/or Secondary Capital Markets and Investment Market.

6. The Copy of Certificate of Incorporation, Memorandum and Articles of Association of the Petitioner Company shown as Annexure A.

7. The Summary of the Assets and Liabilities of the Petitioner Company as per the Latest Audited Balance Sheet as on 31st March, 2015 is as follows:

8. The Copy of Audited Balance Sheet as on 31 March, 2015 is shown as Annexure B.

9. The Company had entered into an Agreement dated 1st December, 2008 came into existence between the Company, Promoters and Investor, where under it was agreed that based on the pre-agreed parameters on the Financial Performance of the Company, shareholding amongst the promoters will be realigned to achieve desired holding. However, such re-alignment shouldnt impact the shareholding of the Non-Promoter shareholding. In view of this, Company is undertaking the proposed capital reduction at Nil consideration, to achieve the desired the shareholding between the promoters, under Section 100 to 103 of the Companies Act, 1956 or other applicable provisions of the Companies Act, 1956 or Companies Act, 2013 by cancelling shares without discharge of any consideration. The Copy of Shareholders Agreement was filed along with Memo dated 5th July, 2017.

10. Therefore in terms of Agreement, the Board of Directors of the Petitioner Company passed a Resolution dated 16th August, 2016, resolving that pursuant to Section 100 to 103 and any other applicable provisions, of the Companies Act, 1956 and the Articles of the Association of the Company the issued, subscribed and paid-up equity capital of the Company be reduced from Rs. 1,20,37,620/- (Rupees One Crore Twenty Lakhs Thirty Seven Thousand Six Hundred and Twenty Only) divided into 60,18,810 (Sixty Lakhs Eighteen Thousand Eight Hundred and Ten Only) Equity Shares of Rs. 2/- each to Rs. 75,92,414/- (Rupees Seventy Five Lakh Ninety Two Thousand Four hundred and Fourteen Only) divided into 37,96,207 (Thirty Seven Lakhs Ninety Six Thousand Two Hundred and Seven Only) Equity Shares of Rs. 2/- each by cancellation of 22,22,603 (Twenty Two Lakhs Twenty Two Thousand Six Hundred and Three) Equity Shares of Rs. 2/- each. The copy of Board Resolution of the Petitioner Company is shown as Annexure-C.

11. The Petitioner Company doesnt have any Secured Creditors as on the date of filing of this petition. It is specified that that the reduction of capital does not involve either the diminution of any liability in respect of un-paid capital or the payment to any shareholder of any paid-up capital. The Creditors of the Petitioner Company are also in no way affected by the proposed reduction of the 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 also as there is no reduction in the security, which the creditors may have in the Petitioner Company. It would not affect any creditors as no amounts would go out of the company, there would be no discharge of consideration.

12. The Petitioner Company has also filed the copies of the Extraordinary General Meeting with Explanatory Statement which is shown as Annexure-D.

13. Accordingly by a Special Resolution of the Petitioner Company, duly passed at the Extraordinary General Meeting held on 30th August, 2016, the Shareholders, with some modifications, resolved to give effect to the Resolution passed by the Board of Directors. The Extract of Special Resolution held on 30th August, 2016 is shown as Annexure E. The Minutes of the Extraordinary General Meeting is shown as Annexure F.

14. The Petitioner Company has filed Form MGT-14 on 28th September, 2016 and the same was approved with the Registrar of Companies, is shown as Annexure G in the Company Petition. The Form of Minutes proposed to be registered is shown as Annexure H.

15. The Petitioner Company had also filed CA No. 656/2016 seeking an Order for dispensation with settling the list of Creditors and the said Application was allowed vide Order dated 1st December, 2016 by the Honble Court of Karnataka. This Honble High Court vide Order dated 1st December, 2016 directed the Petitioner to take out notice of hearing of Petition in "The Hindu" and "Udayavani" newspapers at its Bangalore Edition on or before 10th December, 2016 fixing the date of hearing as 5th January, 2017. The Honble High Court accepted the Memo dated 9th December, 2016 for having taken out advertisement on 7th December, 2017.

16. It is further averred that upon transfer of this Petition from the Honble High Court to this Bench, to comply with the NCLT (Procedure for reduction of share capital of Company) Rules, 2016, the notice(s) were issued to Regional Director and the Registrar of Companies. Further Declaration has been given by the Director that there are no arrears in repayment of any deposits or interest payable thereon and Certificate by the Auditor affirming the same has been issued. The Counsel for the Petitioner Company has furnished the copy of the notice as prescribed in Form RSC-2 to the Regional Director & Registrar of Companies and acknowledgements of the same along with Memo dated 1st March, 2017.

17. The Auditors of the Petitioner Company have verified the Accounting Treatment stated in the scheme and have given certificate stating that the Accounting Treatment for the reduction is in conformity with accounting standard under Section 133 of the Companies Act 2013. The certificate of the Chartered Accountant is filed along with Memo dated 15th February, 2017.

18. The Counsel for the Registrar of Companies has filed the Report dated 18th April, 2017 and the observations of ROC are as follows:

i.) It is noticed from the Petition that the Petitioner Company has proposed, pursuant to section 100-103 and other applicable provisions of the Companies Act, 1956 and Articles of Association of the Company, to reduce the issued, subscribed and paid-up equity capital of the Company from Rs. 1,20,37,620/- divided into 60,18,810 Equity Shares of Rs. 2/- each to Rs. 75,92,414/- divided into 37,96,207 Equity Shares of Rs. 2/- each by cancellation of 22,22,603 Equity Shares of Rs. 2/- each.

ii.) Article No. 24 of the Articles of Association of the Petitioner Company permits for reduction of capital for the time being authorized by law.

iii.) The Petitioner Company passed a Board Resolution on 16th August, 2016 and the same was approved in the Extraordinary General Meeting held on 30th August, 2016. The Company has filed the relevant Form No. MGT-14 vide SRN G12718839 on 28th September, 2016 and the same was approved by the office of Registrar of Companies.

19. Article 24 of the Articles of Association of the Petitioner Company empowers the Company to reduce its Share Capital and no objections have been received from the Registrar of Companies, Creditors or any other person interested therein.

20. After hearing the Counsel for the Petitioner Company and also considering the material on records.

THIS TRIBUNAL DO FURTHER ORDER

21. The Special Resolution of the Petitioner Company duly passed at the Extraordinary General Meeting held on 30th August, 2016, the shareholders, with some modifications, resolved to give effect to the Resolution passed by the Board of Directors as hereunder:

22. RESOLVED FURTHER THAT the Company has proposed to reduce the paid up Equity Share Capital by an extent of Rs. 44,45,206/- (Rupees Forty Four Lakhs Forty Five Thousand Two Hundred and Six Only) i.e., from Rs. 1,20,37,620/- (Rupees One Crore Twenty Lakhs Thirty Seven Thousand Six Hundred and Twenty Only) divided into 60,18,810 (Sixty Lakhs Eighteen Thousand Eight Hundred and Ten Only) Equity Shares of Rs. 2/- each to Rs. 75,92,414/- (Rupees Seventy Five Lakh Ninety Two Thousand Four hundred and Fourteen Only) divided into 37,96,207 (Thirty Seven Lakhs Ninety Six Thousand Two Hundred and Seven Only) Equity Shares of Rs. 2/- each.

23. RESOLVED FURTHER THAT the aforesaid reduction shall be made by cancellation of such shares without discharge of any consideration.

24. RESOLVED FURTHER THAT without any further act or deed by the holders of the Equity Shares, including but not limited to surrendering of share certificates with transfer forms and/or sending appropriate instructions to the Depository participants, the shares held by the holders of the Equity Shares shall stand cancelled and rendered invalid.

25. RESOLVED FURTHER THAT the Board (hereinafter referred to as the "the Board", which term shall be deemed to include any Committee or any person which the Board has nominated/constituted/authorised or hereafter may constitute/nominate/authorise for exercising its powers, including the power conferred under this Resolution) be and is hereby authorised to do all such acts, deeds, matters and things, to execute all such documents, deeds and writings as may be required for all the aforesaid purposes, as it/he/she may, in its absolute discretion, deem necessary expedient, usual, proper to give effect to this Resolution.

be and same is hereby CONFIRMED.

26. That the minute set forth hereto be and is hereby approved.

27. That a certified copy of this Order including the minute as approved be delivered to the Registrar of Companies within thirty days of receipt of the Order.

28. The Notice of Reduction of paid-up Equity Share capital shall be published by the Petitioner Company after the registration of order and minutes of reduction by the Registrar of Companies, Karnataka, in two newspapers namely i.e. "The Hindu-Bangalore Edition" in English Language and Kannada Daily "Udayavani-Bangalore edition" both having circulation in Bangalore within 30 days of registration.

29. Any person shall be at the liberty to apply the tribunal in the above matter for any directions that may be necessary.

FORM OF MINUTE

30. The paid up share capital of 03 CAPITAL GLOBAL ADVISORY PRIVATE LIMITED, is henceforth is Rs. 75,92,414/- (Rupees Seventy Five Lakhs Ninety Two thousand Four Hundred and Fourteen Only) consisting of 37,96,207 (Thirty Seven Lakhs Ninety Six Thousand Two hundred and Seven Only) Equity Shares of Rs. 2/- each fully paid up reduced from Rs. 1,20,37,620/- (Rupees One Crore Twenty Lakhs Thirty Seven Thousand Six Hundred and Twenty Only) Equity Shares of Rs. 2/- each by cancelling 22,22,603 (Twenty Two Lakhs Twenty Two Thousand Six Hundred Three Only) Equity Shares of Rs. 2/- each.