TMI Blog2009 (1) TMI 490X X X X Extracts X X X X X X X X Extracts X X X X ..... p equity share capital and securities premium account, as resolved by the petitioner-company by the special resolution dated 4-12-2008. 2. The petitioner-company was incorporated under the provisions of the Companies Act, 1956 ("the Act" for short) on 29-6-2004, with the Registrar of Companies in Karnataka. It has the registered office at No. 51, Bangalore Stock Exchange, Annexure 2, J.C. Road, First Cross, Bangalore- 560 027. The main objects of the company as set out in the memorandum of association are as follows : "To manufacture, produce, formulate, prepare, buy, distribute, exchange, supply, sell, market, import, export and deal in ophthalmic products of every kind and description, their ingredients, parts, components, compounds ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... emium account, which outweighs the capital necessary for carrying on business as of now. In view of the accumulated losses, the petitioner-company seems to be looking at rationalising the balance-sheet to depict the actual position of its assets and liabilities. 6. In this context, it is relevant to reproduce paragraph 8 of the petition, as follows : "8. Thus, from a financial restructuring viewpoint it is proposed to reduce the paid equity share capital by an extent of Rs. 3,71,77,440, i.e., from Rs. 4,71,77,440, divided into 47,17,744 equity shares of Rs. 10 each to Rs. 1,00,00,000 divided into 47,17,744 equity shares of Rs. 21,197 by adjusting and setting it off against the debit balance in the profit and loss account of the comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... qual to the aggregate amount or value of the premiums on those securities shall be transferred to an account, to be called "the securities premium account" and the provisions of this Act relating to the reduction of the securities capital of the company shall, except as provided in this section, apply as if the securities premium account were paid-up securities capital of the company. Sub-section (2) provides for mode on which the said amount could be utilised. Admittedly, in this case, the security premium account is not utilised for the aforesaid purpose. Therefore, in law, it becomes necessary for the petitioner to follow the procedure prescribed for reduction of security premium account as contained under sections 100 and 101 of the Act ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... R (A)That the reduction of the securities premium account and paid-up equity share capital of the petitioner-company as resolved and effected by a special resolution passed in the general meeting on 4-12-2008, held at Gurgaon office is hereby confirmed. The resolution (relevant portion) was in the following words and figures : ( a ) RESOLVED THAT pursuant to section 100 and any other applicable provisions, of the Companies Act, 1956 (hereinafter referred to as the Act ) and the articles of association of the company and confirmation of the Hon ble High Court of Karnataka or any other appropriate authority as required under the Act, the issued, subscribed and paid-up equity capital of the company be reduced from Rs. 4,71,77,440, divide ..... X X X X Extracts X X X X X X X X Extracts X X X X
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