9911796707
TMI Blog2015 (5) TMI 876X X X X Extracts X X X X X X X X Extracts X X X X ..... The registered office of the petitioner company is situated at New Delhi, within the jurisdiction of this court. 3. The petitioner company was originally incorporated under the Companies Act, 1956 on 22nd November, 1984 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of SRF Nippondenso Limited. The company changed its name to Nippondenso India Limited and obtained the fresh certificate of incorporation on 19th October, 1994. The company again changed its name to Denso India Limited and obtained the fresh certificate of incorporation on 1st October, 1996. 4. The authorized share capital of the petitioner company, as on 31st March, 2014, was Rs. 30,00,00,000/- divided into 3,00,00,000 equity sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... res in the Delisting Offer was fixed at Rs. 145/- per equity share. It is further submitted that pursuant to the acquisition of the equity shares, Denso Corporation along with other promoter and promoter group shareholders of the petitioner company held 93.02% of the subscribed and paid up equity share capital of the petitioner company, as on 03.10.2013. It is further submitted that many of the shareholders for various reasons including change of address, improper contact details, misplaced share certificates and due to expiry of the offer date missed the exit opportunity given by the holding company and have been deprived of an opportunity to make liquid their investment, therefore, Denso Corporation gave a Final Exit Opportunity to remain ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uthorized by virtue of provisions of Article VII (h) of its Articles of Association 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 25th August, 2014 have unanimously approved the proposed reduction of the issued, subscribed and paid up share capital of the petitioner company. A copy of the resolution passed at the meeting of the Board of Directors of the petitioner company is placed on record. 10. A special resolution has been passed at the Annual General Meeting of the equity shareholders of the petitioner company held on 23rd September, 2014 confirming the proposed reduction of the share capital. A copy of the minutes of the spec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er, reduced from INR 27,87,96,440/- divided into 2,78,79,644 equity shares of INR 10/- each fully paid up. At the date of registration of this minute, the issued 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 5th 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 Companies (Court) Rules, 1959. The petitioner has filed an affidavit showing compliance regardin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... today. The Registrar of Companies, on receipt of the certified copy of this order and minutes approved by this Court, is directed to register the same and effect the necessary alteration with regard to the company. 18. The notice of registration of this order and the resolution of the company shall be published in the 'Business Standard' (English) and 'Jansatta' (Hindi) within 14 days of the registration aforesaid. 19. The representative of the Regional Director submitted that keeping in view of the fact that the matter involved examination of extensive records and prioritized hearings, at least, costs of Rs. 2.0 lakhs should be paid by the petitioners. Learned counsel for the petitioners submitted that his client has no o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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