TMI Blog2015 (5) TMI 405X X X X Extracts X X X X X X X X Extracts X X X X ..... emphasizing the control and ownership of the Promoter Group shareholder over the petitioner company, as previously held prior to Scheme of Amalgamation and preferential allotment. Accordingly, the company has proposed a selective reduction of share capital by paying off the Non-Promoter Shareholders for extinguishment and cancellation of their subscribed and paid-up equity share capital, which will give a fair exit to the Non-Promoter Shareholders. It is claimed by the petitioner that the proposed reduction is a practical and efficient available option which will help the Non-Promoter Shareholders in realizing the fair value of their investments in the petitioner company which can be gainfully deployed elsewhere. The Board of Directors of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 10th February, 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 8th December, 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. The resolution passed by the petitioner company in its Extra Ordinary General Meeting held on 13th November, 2014 for reduction of its share capital is approved. The 'Form of Minutes' proposed to be registered under Section 103(1)(b) and annexed to the petition as Annexure ‘M’, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 20,799 equity shares of ₹ 10/- each. 5. A copy of the Memorandum and Articles of Association of the petitioner company has been filed on record. The audited balance sheet, as on 31st March, 2014, of the petitioner company, along with the report of the auditors, and the provisional unaudited balance sheet and profit and loss account, as on 31st October, 2014, of the petitioner company have also been filed. 6. It has been submitted by the petitioner that the petitioner company was incorporated on June 16, 2000 by vCustomer Corporation (the Promoter Shareholder ) holding 98 equity shares of ₹ 10/- being 98% of the total shareholding of the company and remaining two shares were held by Mr. Aditya Prakash and M/s. Kumar Associ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d preferential allotment. Accordingly, the company has proposed a selective reduction of share capital by paying off the Non-Promoter Shareholders for extinguishment and cancellation of their subscribed and paid-up equity share capital, which will give a fair exit to the Non-Promoter Shareholders. It is claimed by the petitioner that the proposed reduction is a practical and efficient available option which will help the Non-Promoter Shareholders in realizing the fair value of their investments in the petitioner company which can be gainfully deployed elsewhere. The Board of Directors of the petitioner company recommended payment of ₹ 675/- per equity share to the Non-Promoter Shareholders of the company as a part of the capital reduc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at no investigation proceedings under Section 235 to 251 of the Companies Act, 1956 are pending against the petitioner company. Learned counsel also confirms that the petitioner company is engaged in a business/industry where there is no sectoral cap and a non-resident shareholder is permitted to hold upto 100% of the paid-up equity share capital of the petitioner company under the automatic route as per the provisions of Foreign Exchange Management Act and regulations made thereunder. 12. In the aforesaid background, this petition is filed seeking approval of the resolution passed at the Extra Ordinary General Meeting held on 13th November, 2014. The Form of Minutes proposed to be registered under Section 103(1)(b) of the Act and annexe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issued, Mr. A. K. Chaturvedi, Regional Director, Northern Region, has filed his report dated 11th February, 2015 raising no objection to the proposed reduction of share capital of the petitioner company. 15. 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 10th February, 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 8th December, 2014. Thus, there appears to be no legal impediment in allowing the present petition. 16. In view of the averments made in the petition and there being no obje ..... X X X X Extracts X X X X X X X X Extracts X X X X
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