NEELKANTH LIMITED — Share Issue/Capital Change 2021

Apr 23, 2021

Date: April 23, 2021

To, The Secretary, Listing Department, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001.

Scrip Code: 512565 Symbol: RTEXPO

Subject: Submission of Hon'ble National Company Law Tribunal, Mumbai Bench Order - Approving Redcution of Share Capital.

Dear Sir / Madam,

This is to informed you that Hon'ble National Company Law Tribunal ("NCLT), Mumbai Bench had vide order dated December 16, 2020 (Ref: C P No. 3481 of 2019 under Section 66 of the Companies Act, 2013) has approved the Reducation of Share Capital of the Company.

Further, the Certified true copy of the said Order was duly the filed by the Company with the Registrar of Companies, Maharashtra Mumbai, on March 17, 2021 and the same was registered by Registrar of Companies, Maharashtra, Mumbai on April 20, 2021. In this regard, attached herewith copy of the NCLT Order.

You are requested to please consider and take the above submission on your record.

Thanking you,

Yours truly,

For R.T. Exports Limited

Bhavik R. Bhimjyani Chairman & Managing Director DIN: 00160121

Enclosure: a/a

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH, COURT-III

C P No. 3481 of 2019

In the matter of Section 66 of the Companies Act, 2013 and the Rules framed thereunder.

AND

In the matter of Reduction of Preference Share Capital of R.T. Exports Limited

R.T. Exports Limited

a Company incorporated under

the provisions of Companies Act,

1956 having its registered office

at 508, Dalamal House,

Nariman Point, Mumbai - 400021

.....Petitioner Company

Order delivered on 16.12.2020

Coram:

Hon'ble Shri H. V. Subba Rao, Member (Judicial) Hon'ble Shri Shyam Babu Gautam, Member (Technical)

Appearance (through video conferencing):

: Mr. Hemant Sethi i/b. Hemant Sethi & Co., For the Applicant Advocates

For Regional Director : Ms. Rupa Sutar, Joint Director

Per Shri H. V. Subba Rao, Member (Judicial)

ORDER CONFIRMING REDUCTION OF SHARE CAPITAL AND APPROVING MINUTES

• 1. Heard the learned counsel for the Petitioner Company. No Objector has come before the Tribunal to oppose the Petition nor any party has controverted any averments made in the Petition.
• 1. The Counsel for the Petitioner submits that Article 37 of its Articles of Association of the Petitioner Company empowers the

Petitioner Company to reduce its share Capital in any manner for the time being authorised by law.

• 1. The Counsel for the Petitioner submits that the Petitioner Company is engaged in business of export and trading of agri products, especially basmati Rice.
• 1. The Learned Counsel for the Petitioner Company submits that this petition is for confirmation of a special resolution passed by the Petitioner Company for reduction, cancellation and extinguishment of the issued, subscribed and paid up 700,000, 9% Cumulative Preference Shares of Rs. 100/- each fully paid-up and 795,415, 6% Non-Cumulative Preference Shares of Rs. 100/- each of the Company. The said special resolution was approved by the Equity Shareholders and Preference Shareholders of the Petitioner Company through Postal Ballot on July 24, 2019.
• The Counsel for the Petitioner further submits that the Equity $5₁$ Share capital of the Petitioner Company (after reduction) remains unchanged and shall continue to be listed and traded on the same stock exchange i.e. BSE Limited. BSE Limited by their observation letter dated May 3, 2019 gave their approval to the scheme. The observation letter is annexed at Annexure -J to the Petition.
• 1. The Counsel for the Petitioner submits that pursuant to the cancellation of the preference shares, the payment of consideration to Preference Shareholders will be made within a period of three years from the effective date, and till such time the amount payable will be treated as loan in the books of accounts of the Company and till the time of repayment of loan by the Company, rate of interest payable by the Company on such outstanding loan shall be as per the provisions of Section 186(7) of Companies Act, 2013 and rules made thereunder.
• 1. The Regional Director, Western Region, Mumbai in his Report dated 9th March, 2020 wherein observations are set forth in as stated in paragraph 7(a) to (b). These observations made by the Regional Director, in paragraph 7 are reproduced as under:

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• (a) The tax implication if any arising out of the proposal for reduction is subject to final decision of Income Tax Authorities. The approval of the Company Petition by this Hon'ble Court may not deter the Income Tax Authority to scrutinize the tax return filed by the Company after giving effect to the proposed reduction. The decision of the Income Tax Authority is binding on the Petitioner Company.
• (b) In view of the observation raised by the ROC, Mumbai as mentioned in para 6 above, Hon'ble Bench may kindly pass appropriate orders/orders as deem fit and proper.
• 1. Apropos observations made in paragraph (a) of the Report of the Regional Director is concerned, the Petitioner Company through its counsel submits that tax implications, if any, arising out of the proposal for reduction shall be subject to final decision of the Income Tax Authorities and that the approval by this Tribunal shall not deter the Income Tax Authority to scrutinize the tax return filed by the Petitioner after giving effect to the proposed reduction. Petitioner undertakes to comply with all applicable provisions of the Income Tax Act, 1961 and that all tax issues arising out of the Scheme for reduction will be met and answered in accordance with law.
• 1. Apropos observations made in paragraph (b) of the Report of Regional Director is concerned, the Petitioner Company through its Counsel clarifies that approval of this Scheme for Reduction will not dilute proceedings initiated against Mr. Bhavik Bhimjyani initiated under section 165 (6)(1) of the Companies act 2013 for non-compliance of the provisions of Section 165 of the Companies Act, 2013. The Petitioner undertakes to meet and address all pending issues in relation to the prosecution filed by the office of ROC u/s 165 of the Companies Act, 2013 in accordance with law.
• 1. Petitioner Company to publish the notices about registration of order and minutes of reduction by the Concerned Registrar of Companies Mumbai, Maharashtra in two newspapers namely i.e. 'Free Press Journal' in English language and translation thereof in 'Navshakti' in Marathi language both having circulation in

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Mumbai within 30 days of registration. The Petitioner Company undertakes to file certified / authenticated copy of the order and Form of Minutes duly certified by the Designated Registrar of this Tribunal with the Registrar of Companies within 30 days of receipt of this order.

• 1. All concerned regulatory authorities to act on certified copy of the order and the form of minutes forming part of the Petition, duly certified by the designated Registrar, National Company Law Tribunal. The Petitioner Company undertakes to file the same with the Registrar within 30 days from the date of the receipt of the certified copy of the order.
• 1. The minutes set forth hereto be and is hereby approved.

FORM OF MINUTES

"The Preference Share Capital of R. T. Exports Limited, is henceforth NIL, reduced from INR 7,00,00,000 (Rupees Seven Crore Only) divided into 7,00,000 (Seven Lakh) 9% Cumulative Preference Shares of INR 100/- each fully paid-up and INR 7,95,41,500 (Rupees Seven Crore Ninety-Five Lakhs Forty One Thousand and Five Hundred Only) divided into 7,95,415 (Seven Lakhs Ninety Five Thousand Four Hundred and Fifteen) 6% Non-Cumulative Preference Shares of INR 100/each fully paid-up.

At the date of the registration of this minute (post reduction on receipt of NCLT Order), total issued equity share capital remains unchanged and continues to be INR 4,35,90,000 (Indian Rupees Four Crores Thirty-Five Lakhs Ninety Thousand only) divided into 43,59,000 (Forty-Three Lakh Fifty Nine Thousand) equity shares of INR 10/- each, however total issued preference shares of the Company are deemed to be unissued."

OPLA FORTH STEAM SPATPANY LAW TR

$Sd$ /-

SHYAM BABU GAUTAM MEMBER (TECHNICAL)

$Sd$ /-H. V. SUBBA RAO MEMBER (JUDICIAL)

Certified True Copy Copy Issued

Tribunal Mumbai Bench Joint National Company Lav

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