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2015 (5) TMI 876 - HC - Companies LawApplication for reduction in issued, subscribed and paid-up share capital under Sections 100 to 105 of Companies Act, 1956 and other applicable provisions of the Companies Act, 2013 read with Companies (Court) Rules, 1959 - Held that:- It has been submitted by the petitioner that the equity shares of the petitioner company were listed and traded on the National Stock Exchange (NSE), Bombay Stock Exchange (BSE), Delhi Stock Exchange (DSE) and Madras Stock Exchange (MSE). It is further submitted that one of the promoters of the petitioner company namely, Denso Corporation, holding 47.93% of the paid up capital of the company, vide its letter dated 26.04.2013 proposed to voluntarily delist the equity shares of the petitioner company from the aforesaid stock exchanges by acquiring upto 73,98,019 equity shares held by public shareholders in the petitioner company. Thereafter, Denso Corporation vide a public announcement dated 12.08.2013 made an offer to acquire the shares of the petitioner company and the final price for accepting the equity shares in the Delisting Offer was fixed at ₹ 145/- per equity share. It is further submitted that pursuant to the acquisition of the equity shares, Denso Corporation along with other promoter and promoter group shareholders of the petitioner company held 93.02% of the subscribed and paid up equity share capital of the petitioner company, as on 03.10.2013. It is further submitted that many of the shareholders for various reasons including change of address, improper contact details, misplaced share certificates and due to expiry of the offer date missed the exit opportunity given by the holding company and have been deprived of an opportunity to make liquid their investment, therefore, Denso Corporation gave a Final Exit Opportunity to remaining non promoter public shareholders, who had not tendered their shares in the Delisting Offer/whose tender of offer shares had been rejected in the Delisting Offer, to participate in the acquisition process for a period of one year from the date of delisting i.e. 05.11.2013 and is valid upto 04.11.2014. It is further submitted by the petitioner that as on 08.08.2014, the promoters of the petitioner company were holding 95.94% of the paid up capital of the company and the remaining 4.06% of the paid up capital of the company were held by non-promoters/public being approx. 8000 in number, which clearly indicate that large number of non promoter shareholders individually held insignificant shares. It is also submitted that even after sending the reminder letters to these shareholders, the said shareholders are not traceable due to various reasons and therefore the possibility of such shareholders offering their shares under the Final Exit Offer is highly improbable. It is further submitted that the Board of Directors of the petitioner company have decided to reduce the share capital of the company in accordance with the provisions of Sections 100 to 105 of the Companies Act, 1956 since in their view it is the only practical and economically efficient option available to the petitioner company in order to give exit opportunity to the shareholders since the shares held by them are no longer marketable and are illiquid stocks. Despite publication of notice, no objection has been received from any creditor or any member of the public. The petitioner company, in the affidavit dated 5th January, 2015 of Sh. N.P.S. Chawla, Advocate of the petitioner company has submitted that neither the petitioner company nor its counsel have received any objection pursuant to citations published on 20th November, 2014. Thus, there appears to be no legal impediment in allowing the present petition.In view of the averments made in the petition and there being no objection from any creditor or any member of the public, the petition is hereby allowed. - Application for reduction in Share capital allowed.
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