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In Re:-Spectrasoft Technologies Private Limited

2015 (5) TMI 237 - MADRAS HIGH COURT

Application for confirming the reduction of Equity Share Capital under Sections 100 to 104 of the Companies Act, 1956, read with Rules 11(a)(3) and 46 of the Companies (Court) Rules, 1959 - Permission for not to use Word 'and reduced' as last words after the company name - Held that:- At this juncture, it is relevant to extract the Special Resolution passed by the petitioner Company in accordance with Section 189 of the Companies Act, 1956, at the Extra Ordinary General Meeting held at C .....

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ct to the proposal of reduction for the purpose of the above resolution.

The Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai, has filed an affidavit stating no objection to the proposal made by the petitioner Company for reduction of the Paid-up Equity Share Capital. In view of the above, the company petition is ordered with confirming the reduction of the paid-up equity share capital of the petitioner Company duly approved in terms of the Special Resolution .....

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956, read with Rules 11(a)(3) and 46 of the Companies (Court) Rules, 1959, for confirming the reduction of Equity Share Capital of the petitioner Company duly approved by the equity shareholders of the petitioner Company at an Extra-ordinary General Meeting thereof held on 15.12.2014 at the registered office of the petitioner Company be confirmed by this Court so as to be binding on all shareholders and creditors of the petitioner Company and the petitioner Company; to issue necessary and proper .....

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mplement, make, install, operate, maintain, market, buy, import, export, sell, license computer software, embedded software, databases, computer systems and programme products & services.The Board of Directors of the petitioner Company thought it fit to reduce some portion of paid up Share Capital by way of writing off losses pertaining to previous years to the extent of ₹ 17,45,00,000/- which is not represented by the available assets. Section 100 of the Companies Act, 1956, provides .....

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ion and the same is marked as Annexure-A. The Authorized Share Capital of the petitioner Company as on 20.11.2014 is ₹ 23,00,00,000/- (Rupees Twenty Three Crore only) divided into 1,95,00,000 (One Crore Ninety Five Lakh) Equity Shares of ₹ 10/ each and 35,00,000 0% Non-cumulative Redeemable Preference Shares of ₹ 10/- each. The issued, subscribed and paid-up capital of the petitioner Company as on 20.11.2014 was ₹ 22,16,66,800/- (Rupees Twenty Two Crore Sixteen Lakh Sixty .....

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tand reduced to ₹ 4,71,66,800 (Rupees Four Crore Seventy One Lakhs Sixty Six Thousand and Eight Hundred only) divided into 12,16,680 (Twelve Lakhs Sixteen thousand Six Hundred and Eighty) Equity shares of ₹ 10/- each and 35,00,000 0% Non-cumulative Redeemable Preference Shares of ₹ 10 each. A copy of the Resolution passed by the Board of Directors of the petitioner Company on 22.11.2014 is marked as Annexure-B. A copy of the audited Balance Sheet of the petitioner Company as on .....

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reduction of the Paid-up equity share capital of the petitioner Company will not in any way compromise the interests of or cause any prejudice to the creditors of the petitioner Company. 4.At this juncture, it is relevant to extract the Special Resolution passed by the petitioner Company in accordance with Section 189 of the Companies Act, 1956, at the Extra Ordinary General Meeting held at Chennai on 15th December, 2014, wherein, it was resolved as follows:- "RESOLVED THAT pursuant to the .....

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Lakhs Sixty Six Thousand Eight Hundred Only) divided into 1,86,66,680/- (One Crore Eighty Six Lakhs Sixty Six thousand Six hundred and Eighty) Equity shares of ₹ 10/- each and 35,00,000 0% Non-cumulative Redeemable Preference Shares of ₹ 10 each as on date to ₹ 4,71,66,800(Rupees Four Crore Seventy One Lakhs Sixty Six Thousand and Eight Hundred only) divided into 12,16,680 (Twelve Lakhs Sixteen thousand Six Hundred and Eighty) Equity shares of ₹ 10/- each and 35,00,000 0 .....

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Registrar of Companies and in which case, 1,74,50,000 equity shares of ₹ 10 each held by the shareholders, stall stand cancelled to the extent specified above; and upon cancellation of such equity shares, the issued, subscribed and paid-up share capital of the Company shall stand reduced to ₹ 4,71,66,800 (Rupees Four Crore Seventy One Lakhs Sixty Six Thousand and Eight Hundred only) divided into 12,16,680 (Twelve Lakhs Sixteen thousand Six Hundred and Eighty) Equity shares of ₹ .....

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ng the requirements or conditions imposed by the Central Government or the Court of competent jurisdiction; c) to evolve, decide upon and bring into effect the Scheme and make and give effect to any modifications, changes, variations, alterations or revision in the proposal of reduction from time to time or to suspend, withdraw or revive the Scheme from time to time as may be specified by any statutory authority or as any of the officers as authorized above may suo-moto decide in their absolute .....

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document with the High Court / any other competent authority of competent jurisdiction for directions for holding / dispensing with a meeting of the members and creditors and for confirmation of the proposal of reduction of capital; f) to prepare, finalise, settle and circulate notices for convening the meeting of members; g) for the above purposes to engage any counsel, company secretary or consultants and if considered necessary, also avail services of counsel/s, declare and file all pleading .....

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ny (Court) Rules, 1959, the paid up Equity Share Capital from ₹ 22,16,66,800/- (Rupees Twenty Two Crore Sixteen Lakh Sixty Six Thousand Eight Hundred Only) divided into 1,86,66,680 (One Crore Eighty Six Lakh Sixty Six thousand six hundred and Eighty) Equity shares of ₹ 10/- each and 35,00,000 0% Non-cumulative Redeemable Preference Shares of ₹ 10 each be reduced by ₹ 17,45,00,000 (Rupees Seventeen Crore Forty Five Lakhs only) divided into 1,74,50,000 equity shares of S .....

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