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In Re:-ETA Power Gen Private Limited

2015 (5) TMI 238 - MADRAS HIGH COURT

Petition for confirming the reduction of the share capital under Sections 100 to 104 of the Companies Act, 1956, read with Rules 11(a)(3), 46 and 47 of the Companies (Court) Rules, 1959 - Confirming the reduction of the share capital of the Petitioner by setting off the accumulated losses as approved in terms of special resolution passed by the shareholders of the Petitioner - Held that:- The Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai, has filed an affidavit, wher .....

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apital of the Petitioner company by setting off the accumulated losses as approved in terms of special resolution passed by the shareholders of the Petitioner on 30th December 2014. Also dispensing with the words And Reduced pursuant to the adjustment in the share capital and approving the action taken. - Petition for confirming the reduction of the share capital approved. - Company Petition No.96 of 2015 - Dated:- 30-3-2015 - R.Mahadevan J. For the Petitioner : Mr.P.H.Aravind Pandian Senior Cou .....

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e proposed minute set out in paragraph 22 be approved; to dispense with the words And Reduced pursuant to the adjustment in the share capital be ordered and that the action taken may be approved. 2.Heard Mr.P.H.Aravind Pandian, learned Senior counsel appearing for the petitioner and Mr.M.Gopi Krishnan, learned Additional Central Government Standing Counsel appearing for the Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai. 3.The petitioner Company was incorporated on 30 .....

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t an accumulated loss of ₹ 8,12,70,429/- due to carry forward of accumulated losses from previous financial years; on account of its accumulated losses, the net worth of the petitioner has been partially eroded, and the share capital of the petitioner is not adequately represented by its assets. The petitioner company in order to give true representation of the available assets of the Company obtain further investments in the company and to enhance and maximize the shareholders and other s .....

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f the total accumulated losses of ₹ 8,12,70,429/-, the equity share capital account of the petitioner company will stand cancelled and reduced to ₹ 8,68,50,830/- divided into 86,85,083 equity shares of ₹ 10/- each from ₹ 16,79,90,000 divided into 1,67,99,000 equity shares of ₹ 10/- each. Further the paid up equity share capital will be reduced proportionally from all the equity shareholders by cancelling 483 equity shares for every 1,000 fully paid equity shares hel .....

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o any shareholder of any paid up share capital; the proposal does not involve any cash outflow and therefore would not affect the ability or liquidity of the petitioner to meet its obligations/commitments in the normal course of business and the proposed reduction will rationalize the capital structure and give a more accurate reflection of the capital assets of the petitioner. Article 57 of the Articles of Association of the petitioner company permits reduction of share capital by the petitione .....

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a-ordinary general meeting convened for the purpose. A notice dated 20th December 2014 was issued to the shareholders of the petitioner in this regard. 4. The nature of business carried on by the petitioner Company is detailed in the Memorandum of Association, which is marked as Annexure-A. A copy of the Annual Report for the year ended 31st March, 2014 is enclosed as Annexure-B. The petitioner company has one secured creditor, namely, Indian Bank, Thousand Lights Branch, Chennai which has given .....

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nnexure C. A copy of the Special Resolution passed at the Extra-Oridinary General Meeting of the Shareholders of the petitioner Company held on 30.03.2012 is marked as Annexure-E. A copy of the Form of Minute is marked as Annexure-E. According to the petitioner Company, the reduction of capital in terms of the special resolution will not in any way compromise the interests of or cause any prejudice to the creditors of the petitioner Company. 5. At this juncture, it is relevant to extract the Spe .....

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er, Article 57 of the Articles of Association of the Company and subject to the approval and confirmation of the Honourable High Court of Judicature at Madras and such other approvals as may be required, the consent and approval of the members of the Company be and are hereby given that: a) the paid up equity share capital of the Company be reduced from ₹ 16,79,90,000/- divided into 1,67,99,000 Equity Shares of ₹ 10/- each to ₹ 8,68,50,830/- divided into 86,85,083 Equity Shares .....

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Qadir Abdul Rahman Buhari and Mr.C.S.Vijayaraghavan be and are hereby severally authorized to: (a) sign all vakalatnamas applications, affidavits, petition, documents and papers which are required to be signed and filed for the purpose of giving effect to this resolution; (b) obtain consent letters from concerned persons to the reduction for share capital and approvals from other concerned authorities; (c) to file the appropriate forms and documents including Form INC 28 and Form MGT 14 to the .....

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s absolute discretion, deem necessary, expedient, usual or proper and to settle any claim any question or difficulty that may arise with regard to the reduction of the paid up share capital; (g) Do all acts, deeds, or things as may be required to give effect to and implement the reduction of share capital as confirmed by the High Court, or any other statutory authority as considered necessary to give effect to the above Resolution or to carry out such modifications/directions as may be ordered b .....

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on 31st March 2014 amounting to ₹ 8,11,39,170 and the issued, subscribed and paid up equity share capital of the Company will be ₹ 8,68,50,830/- divided into 86,85,083 Equity Shares of ₹ 10/- each after the said reduction under Section 101 of the Companies Act, 1956 in terms of the special resolution passed by the Company in the extra-ordinary general meeting held on 30th December 2014. 7.Publication containing the advertisement of the petitioner Company was effected in one is .....

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