TMI Blog1986 (11) TMI 338X X X X Extracts X X X X X X X X Extracts X X X X ..... nies Act, 1956 as a company with limited liability. The registered office of the company is situated at Free. Press House, 3/54, Press Complex, Agra-Bombay Road, Indore-452 008 (MP). The objects of the company are : ( a )To carry on in India or abroad' the business of printing and publishing newspaper, magazines, journals, books, news letters, pamphlets and any other daily or periodical in any Indian or foreign languages, under any name including names/titles registered by Indian National Press (Bombay) Ltd. with the Registrar of News papers, Govt. of India, New Delhi. ( b )To carry on business as importer, exporter, agent, broker, stockists, distributors, processors, manufacturers or otherwise to buy, sell, exchange and deal in all c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Free Press Journal. The memorandum and articles of association of the said company are filed as annexure-A. By article 11 of the articles of association of the company, it is provided that the company may, from time to time, reduce its capital by a special resolution, the wordings of which are as follows : "The company may, from time to time, by special resolution, reduce its capital in any manner for the time being authorised by law and in particular (without prejudice to the generality of the power) capital may be paid off on the footing that it may be called up again or otherwise. This article is not to derogate from any power the company would have if it were omitted." The company, since its inception, has been incurring heavy ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... view of the capital structure after considering the facts referred hereinabove and the report of the auditors of the company, M/s. D.Y. Ranade Co., thought it necessary to reduce the capital at least by Rs. 18,45,540 out of the said sum of Rs. 39,52,386 23 so that a true and fair position of the capital structure of the company is reflected in the balance-sheet. Further, according to the company, the proposed reduction is for the benefit of the company and its shareholders and by the said reduction, the company is in a position to give a true and fair view of the capital structure of the company to the outsiders who have dealings and transactions with the company and the company will also be able to reduce its expenses which is adding t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... confirmation of the Hon'ble High Court for the aforesaid resolution and scheme of reduction and on such confirmation each of the shareholders would present his/her or their share certificates to the company so that the share certificates be suitably amended to give effect to their reduction." Further, according to the company, the proposed reduction of the capital does not involve either diminution of any liability in respect of any paid up capital of the company or the payment to any shareholder of any paid up capital. The proposed reduction as has been stated hereinabove is by cancelling the paid up capital which has been lost or is not represented by available assets. The company has creditors and the proposed reduction will not be pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ss Journal published from Indore dated September 29 1986, the summons in Hindi was published in the Free Press Journal, Indore dated September 30, 1986, in the English edition of the Free Press Journal published from Bombay dated September 27, 1986, and in the Hindi edition of the Navshakti published from Bombay dated September 27, 1986. The Gazette notification in the M.P. Gazette was also published in the Gazette dated October 10, 1986. Shri Shantilal Porwal, son of Ganpatsingh Porwal, who is working as an accountant in the said company has filed his affidavit dated October 29, 1986, enclosing therewith a list of creditors, as on September 30, 1986, giving all the necessary details, who have given their "no objection"to the reduction, n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it, even though it is a domestic matter of the company. The power of confirming or refusing to confirm the special resolution of a company to reduce its capital is conferred on the court in order to enable it to protect the interest of person who dissented or even of persons who did not appear, except on the argument and hearing of the petitioner. In the present case, according to the articles of association, the company is empowered to reduce its capital by passing a special resolution in accordance with law, which has been done in the present case. Some creditors (marked as annexure A to W) have, in writing, submitted that they have no objection/consent to the proposed reduction of capital. In the present case, there is nothing on recor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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