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In Re:- M/s. RAMPgreen Solutions Private Limited

2015 (5) TMI 405 - DELHI HIGH COURT

Application for reduction in issued, subscribed and paid-up share capital under Sections 100 to 105 of Companies Act, 1956 and other applicable provisions of the Companies Act, 2013 read with Companies (Court) Rules, 1959 - 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 - Held that:- It is submitted that the petitioner that .....

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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 .....

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nder. It is further submitted that 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 regula .....

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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, .....

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. This petition under Sections 100 to 105 of Companies Act, 1956 and other applicable provisions of the Companies Act, 2013 read with Companies (Court) Rules, 1959 has been filed by M/s. RAMPgreen Solutions Private Limited (hereinafter referred to as the 'petitioner company') for confirming the reduction of its issued, subscribed and paid-up share capital. 2. The registered office of the petitioner company is situated at New Delhi, within the jurisdiction of this court. 3. The petitioner .....

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,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company was ₹ 2,02,07,990/- divided into 20,20,799 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 O .....

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eir shares to the Promoter Shareholder on 04.02.2001 and 23.10.2000 respectively enabling the Promoter Shareholder to exercise 100% ownership and control over the company. Thereafter, in the year 2013, the Promoter Shareholder transferred its entire equity shareholding in the petitioner company to one of its group company registered in Mauritius viz. RG International Investments (the Promoter Group Shareholder ) thereby enabling the Promoter Group Shareholder to wholly own and control the petiti .....

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pital) of ₹ 10/- each. 7. It is further submitted by the petitioner that the Board of Directors of the petitioner company felt it imperative to separate the Promoter Group shareholder from the Non-Promoter Shareholders and re-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 o .....

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any recommended payment of ₹ 675/- per equity share to the Non-Promoter Shareholders of the company as a part of the capital reduction process. 8. It is pleaded that the petitioner company is authorized by virtue of provisions of the Articles of Association of the company to reduce its share capital, as per the provisions of the Companies Act, 1956. 9. The Board of Directors of the petitioner company in their meeting held on 6th October, 2014 have unanimously approved the proposed reductio .....

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l Meeting is placed on record. The petitioner company does not have any secured or unsecured creditor, as on 31st October, 2014. 11. Learned counsel for the petitioner company has submitted that the proposed reduction does not involve either diminution of any liability in respect of unpaid share capital or payment to shareholders of any paid up share capital. It is further submitted that the proposed reduction in capital does not violate or override or circumvent any provision of the Companies A .....

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der 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 annexed with the petition is reproduced as under: The subscribed and paid-up equity share capital of Rampgreen Solutions Private Limited .....

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sued equity share capital shall be deemed to be equal to the amount of subscribed and paid-up equity share capital and the remaining equity shares shall be unissued out of the authorized share capital of the Company. 13. By order dated 24th November, 2014, notice of this petition was directed to be issued to the Regional Director, Northern Region and citations were directed to be published in the newspapers 'Business Standard' (English) and 'Jansatta' (Hindi) in terms of the Comp .....

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