TMI Blog2004 (5) TMI 317X X X X Extracts X X X X X X X X Extracts X X X X ..... the Petition. 3. As per the objects of the petitioner-company, as set out in their Memorandum of Association, they have an authority and power to reduce the share capital in case of urgency, need of exigency, within the framework of their Memorandum of Association, specially Articles 43 of the Articles of Association. 4. The petitioner-company have set out to reduce its premium Account pursuant to the provisions of section 78 read with sections 100 to 104 of the Companies Act, which can be reproduced as under : "( i )In two separate acquisitions, in the year 1999-2000, the petitioner- company acquired 100 per cent equity shares in Zee Multimedia Worldwide Limited (a company having broadcasting and marketing operations in USA, UK, Europe, Africa, and many other countries) and 50 per cent equity shares in Winterheath Company Limited (a company broadcasting and marketing TV channels in India and Middle East) and 50 per cent equity shares in Siticable Networks Limited and Programme Asia Trading Company Limited (companies engaged in distribution of television content in India). This was done with a view to consolidate Petitioner Company s direct ownership on the content and d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ll cause proportionate reduction of Rs. 1,491 million in the value of investments made by the petitioner-company in Siticable Networks Limited. This would result in reduction of petitioner-company s investments in Siticable Networks Limited from Rs. 3,179.97 million to Rs. 1,689 million." 5. In order to reflect the true and fair status of the petitioner-company s financial performance, the company proposed to adjust the diminution of value of its investments as per the provisions of section 78 read with sections 100 to 104 of the Companies Act. The Board of Directors of the company, therefore, decided to adjust the losses of the petitioner-company by making adjustments in its Security Premiums Account of Rs. 19,207 million. The balance in the Security Premium Account shall stand reduced by Rs. 19,207 million and the investment of account shall stand reduced to Rs. 15,149 million from Rs. 34,356 million. According to the petitioner, therefore, this proposed adjustment in Reserve and Surplus Account is deemed to be the reduction in the share capital by reason of section 78 and, therefore, sanction of the Court under section 100 of the Companies Act is necessary. To achieve this p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... jection of any kind received, even from the said authority. 9. By order dated 2nd April, 2004, the petition was admitted and it was made returnable on 29th April, 2004, after usual notices of publication. Affidavit of publication of the notice dated 13th April, 2004, has been filed on record. 10. The matter was heard initially, as listed on the returnable date i.e. on 29th April, 2004. On that day, two objectors/intervenors viz. Aradhana Shivkumar Khera and one Mr. Shivkumar Khera appeared in person. Mr. Shivkumar Khera is an Advocate, who appeared for person himself and he also appeared on behalf of Aradhana Shivkumar Khera, who is his wife. As per the objectors, they are holding shares of the petitioner-company vide client ID No. 1111012 and D.P. No. IN 300100. The objectors are holders of 665 shares. As per his request, as he wanted to file reply and also wanted to take inspection of the documents, the matter was adjourned for one week. Only to accommodate Mr. Khera, the matter was adjourned for one week. No one else objected or nothing objectionable was found or traced out from the record. On 6th May, 2004, the matter was called out again. Mr. S.J. Khera appeared ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany, at the instance of one shareholder, there is no question of providing all such detailed documents as required by the objector for the first time in this company application in the Court. 12. One cannot overlook the procedure prescribed by the Company Rules and Regulations whereby, parties are under an obligation to file their affidavit of objection within the specified period or time, failing which, the Court may or may not take into consideration their objections. In the present case, Mr. Khera who appears in person, is fully aware of the proceedings, but still, at the relevant time, has admittedly not attended the proceedings as well as, the meetings, whereby all these objections could have been raised and the majority shareholders of the concerned companies or members, at the relevant time, could have decided or could have given deliberation to the objections of Mr. Khera. Therefore, in my opinion, the objection raised by Mr. Khera, for the first time by this company application in the company petition and that too, at the stage of final hearing, is not bona fide and cannot be said to be in the interest of the companies of which they were holding some shares. The co ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
