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In Re : Denso India Limited

2015 (5) TMI 876 - 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 - Held that:- It has been submitted by the petitioner that the equity shares of the petitioner company were listed and traded on the National Stock Exchange (NSE), Bombay Stock Exchange (BSE), Delhi Stock Exchange (DSE) and Madras Stock Exchange (MSE). It is further submitted t .....

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company and the final price for accepting the equity shares in the Delisting Offer was fixed at ₹ 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 reason .....

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e in the acquisition process for a period of one year from the date of delisting i.e. 05.11.2013 and is valid upto 04.11.2014.

It is further submitted by the petitioner that as on 08.08.2014, the promoters of the petitioner company were holding 95.94% of the paid up capital of the company and the remaining 4.06% of the paid up capital of the company were held by non-promoters/public being approx. 8000 in number, which clearly indicate that large number of non promoter shareholders ind .....

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5 of the Companies Act, 1956 since in their view it is the only practical and economically efficient option available to the petitioner company in order to give exit opportunity to the shareholders since the shares held by them are no longer marketable and are illiquid stocks.

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 5th January, 2015 of Sh. N.P.S. Chawla, Advocate of the .....

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-5-2015 - SUDERSHAN KUMAR MISRA, J. For The Petitioner : Mr. Ajay Vohra, Sr. Advocate with Mr. N. P. S. Chawla, Advocate For The Regional Director : Ms. Aparna Mudiam, Assistant Registrar of Companies JUDGMENT : 1. 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 Denso India Limited (hereinafter referred to as the 'petitioner company') for confirming the redu .....

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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 ₹ 30,00,00,000/- divided into 3,00,00,000 equity shares of ₹ 10/- each. The issued share capital of the company was ₹ 28,06,20,000/- divided into 2,80,62,000 equity shares of ₹ 10/- each fully paid up. The subscribed .....

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been filed. 6. It has been submitted by the petitioner that the equity shares of the petitioner company were listed and traded on the National Stock Exchange (NSE), Bombay Stock Exchange (BSE), Delhi Stock Exchange (DSE) and Madras Stock Exchange (MSE). It is further submitted that one of the promoters of the petitioner company namely, Denso Corporation, holding 47.93% of the paid up capital of the company, vide its letter dated 26.04.2013 proposed to voluntarily delist the equity shares of the .....

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tion 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 liq .....

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any were holding 95.94% of the paid up capital of the company and the remaining 4.06% of the paid up capital of the company were held by non-promoters/public being approx. 8000 in number, which clearly indicate that large number of non promoter shareholders individually held insignificant shares. It is also submitted that even after sending the reminder letters to these shareholders, the said shareholders are not traceable due to various reasons and therefore the possibility of such shareholders .....

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er marketable and are illiquid stocks. 8. It is pleaded that the petitioner company is authorized 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 p .....

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14. Further, the petitioner company has 45 unsecured creditors, out of which 39 unsecured creditors holding 98.93% of the total unsecured debt have given their consents/no objections in writing to the proposed reduction of share capital. 11. Learned counsel for the petitioner company has submitted that the proposed reduction in capital does not violate or override or circumvent any provision of the Companies Act, 1956 and other applicable provisions of the Companies Act, 2013. It is further subm .....

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is henceforth INR 26,74,88,900/- divided into 2,67,48,890 equity shares of INR 10/- each fully paid up or such higher amount, depending upon the number of equity shares held by the promoter shareholders as on the record date to be fixed by the board of directors of Denso India Limited or as on 30th November, 2014, whichever is later, 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 .....

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) Rules, 1959. The petitioner has filed an affidavit showing compliance regarding service on the Regional Director, Northern Region as also publication of citations in the aforesaid newspapers on 20th November, 2014. Copies of the newspaper clippings containing the publications have been filed along with the affidavit. 14. In response to the notice issued, Mr. A. K. Chaturvedi, Regional Director, Northern Region, has filed his report dated 6th January, 2015 raising no objection to the proposed r .....

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