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    Page Lott? INTHE NATIONAL COMPANY LAW TRIBUNAL ‘BENGALURU BENCH ©? No.210/88/2020 ‘Unuler Section 66 6 other applicable provisions the Companies Act, 2013-a/ NCLT edu hate fompanl Rules, 2016 ‘THE MATTER OF: 18G NOVASOFT TECHNOLOGIES LIMITED, 4496/4, 2» Foor, 10% Cross, Sadashivanagar, Near Bashyam Circle, Bengalurs - S60080 ‘Applicant Company Petitioner Company And 1. The Registrar of Companies, Karnataka, E Wing, 2 Floor, Kendriya Sadan, Koramangala, ‘Bengaluru = 56003 Respondent No.1 2. The Regional Director, South East Region, 234 Floor, Corporate Bhavan, Bandlagida, Nagole, Tattannaramn Village, Hayat Nagar Mandala, Ranga Reddy District, Hiderabad 500086, Telangana Respondent No. 2 Order delivered on: 24% January, 2023 CORAM; 1. Hon'ble Justice (Retd}T-Krishnavali, Member (Judicial 2, Hon'ble Shri Manoj Kumar Dubey, Member (Technic!) Res For Petitioner Shei A Mural ForROC/RD Shri Hemanth Rao th ‘san application filed by the Petitioner Company under Section 66 and ‘other applicable provisions ofthe Companies Act, 2013 (the ‘Aet) read with ‘National Company Law Tribunal (Procedure for Reduction of Share capital of Company) Rules, 2016 seeking reduction of capital resolved pursuant to the special resolution set out in Paragraph) 8 be confirmed; all inquiries and cP ne. 2107082020 Page 20817 irections necessary and proper be made and given and the form of minute ‘under Section 66 of the Act as set out in paragraph 14 in the petition be approved, 2. The Petitioner Company was incorporated on 25.11.2008 under the provision of the Companies Act 1986 as a Public Company Limited by shares with & share capital vide CIN: U72900D12003PL.C050528 in the State of Delhi. Further, the Registered office of the company was shifted to the State of Karnataka on 15% July, 2009 and CIN was changed to 'U72900KA2003PLC050528 vide Certification of Reglstration of Company Iaw Board order for change of State dated 30% July 2009 and regisered office of the company is situated at #496/4, 2% Floor, 10% cross, Sadashivanager, Near Bashyam Circle, Bengalura -560080, Therefore, the matter I the teritorial jurisdiction of thié Tribunal ‘within 8. Accopy of the Memorandum and Articles of Association has been placed on record as Annexure-A of the petition. The main objects of she Petitioner Company inter alia are as under: “To camy on business of developing, improving, designing, selting, ub contracting, importing exporting and licensing software and program ‘products of any and all description; market and provide to clients in India and abroad a wide range of facilities, management fermation systems, consulting and software professional services; render technical assistance and service including maintenance in connection ‘withthe use, purchase, sae, import export or distribution et.* 4, It is stated that Article No.9 of the Articles of Association empowers the Petitioner Company to reduce its share capital. The extract of the said Article J given hereunder: Aicte No. 9, “The Company may, (subject to the provisions of Sections 78,80 and 100 to 105 inclusive, ofthe Act) from time to time, by specia! resolution, reduce it capital and any onptal redemption Reserve Account or Share ‘Premium Account in any manner for the time being authored by law ‘and in particular, capital maybe paid off on the footing thet it may be called upon again or otherwise. This Article fs not to derogte from any ‘power the company would have ifit were omitted." cr ne, 21078072020 Page 30817 '5. The Petitioner Company has made the following prayers 4) ‘That the reduction of capital resolved pursuant to the special resolution set out in Paragraph 8 above be confirmed; i) That to this end all inquiries and direction necessary and proper bbe made and given; iil) That the form of minute under Section 66 ofthe 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 inthe interest of justice and equity”. 6. It is submitted that the Board of Directors of the Petitioner Company at its ‘meeting held on 03.09.2020 has recommended reduction of the paid-up share capital of the Company from Rs. 36,23,07,000/- (Rupees Thirty Six Crores Twenty Three Lakhs and Seven Thousand only) divided into 3,62,90,700 equity shares of Rs, 10/- (Rupees Ten only) each to s.6,68,07,000/- divided into 66,80,700 equity shares of Re. 10/- each fully paid up by cancelling and extinguishing paid-up equity share capital of Ra.29,55,00,000/- divided into 2,95,50,000/- equity shares of Rs.10/- each fully paid up" ‘the present Authorised Capital of the Petitioner Sompany is s,50,00,00,000/- divided into 5,00,00,000 Equity shares of Rs.10/-each land the issued, subscribed and paid-up share Capital is Rs.95,23,07,000/~

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