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2008 (8) TMI 556 - HIGH COURT OF BOMBAYCompromise and arrangement - Held that:- The Regional Director has examined the Scheme and has deposed in the Affidavit dated 30-1-2008 that the Scheme is not prejudicial to the interest of creditors, shareholders and the public except that the petitioner company has not passed a special resolution as required by section 100 of the Companies Act, 1956. Section 100 requires a special resolution for reducing share capital. Section 189 of the Companies Act, 1956, contemplates two kinds of resolution. Sub-section (1) contemplates an ordinary resolution which requires a simple majority of the members from amongst those who are present for the meeting and who vote. When a resolution is passed at a meeting where the number of votes cast in favour of the resolution exceeds the number of votes cast against it, it is known as ordinary resolution. A resolution for reduction of share capital requires a special resolution. A special resolution is defined by sub-section (2) as one which is passed by a majority of not less than 3/4th of such members as being entitled so to do, vote in person or by proxy at a general meeting of which a notice specifying the intention to pass a special resolution has been duly given. There is no doubt that the resolution in question has been passed as a special resolution which has been passed by 75 per cent of those voting. It was however contended that since what was achieved was a reduction in the share capital. It was necessary for the company to have separately passed a resolution under section 100 of the Companies Act. However, this objection cannot be sustained. In the result, Objections are rejected and the Scheme is sanctioned in terms of prayer clause (a) of the Petition. Petition is allowed.
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