71. Application under proviso to clause (b) of sub-section (1) of section 51. -
(l) An application for obtaining the approval of the Tribunal for the consolidation and division of all or any of the share capital into shares of a larger amount than its existing shares which results in changes in the voting percentage of shareholders shall be filed in Form No. NCLT. 1 and shall be accompanied by such documents as are mentioned in Annexure B.
(2) The application shall, inter alia, set forth the following:-
(a) provision of articles authorising such consolidation or division;
(b) existing capital structure of the company;
(c) new capital structure of the company after the consolidation or division;
(d) class of shares being consolidated or divided;
(e) face value of shares pre and post consolidation or division;
(f) justification for such consolidation or division;
(3) The company shall at least fourteen days before the date of hearing
(a) advertise the petition in accordance with rule 35; and
(b) serve, by registered post with acknowledgement due, a notice together with the copy of the application to the Central Government, Registrar of Companies and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any other Act,
(4) Where any objection of any person whose interest is likely to be affected by the proposed application has been received by the applicant, it shall serve a copy thereof to the Central Government, Registrar of Companies and the Securities Exchange Board of India, in the case of listed companies and to any regulator, if the company is regulated under any other Act on or before the date of hearing.
(5) Upon hearing the application or any adjourned hearing thereof, the Tribunal may pass such order, subject to such terms and conditions, as it thinks fit. |