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2016 (5) TMI 885 - MADRAS HIGH COURT

2016 (5) TMI 885 - MADRAS HIGH COURT - TMI - Reduction of Equity Share Capital - Held that:- This Company Petition is ordered:

(i) confirming the reduction of the paid-up equity share capital of the petitioner Company duly approved in terms of the Special Resolution passed by the equity shareholders at the Extra Ordinary General Meeting held at Mumbai on 4th December, 2015 ;

(ii) approving the proposed Minute marked as Annexure-10; and

(iii) not requiring the pet .....

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ks from the date of receipt of copy of the order. - C. P. No. 1 of 2016 - Dated:- 10-3-2016 - K. Ravichandrabaabu, J. For the Petitioner : Ms. K. Ramasamy For Regional Director: Mr. G. Venkatesan, Senior Central Govt. Standing Counsel ORDER This petition is filed under Sections 100 to 104 of the Companies Act, 1956, read with Rules 46 and 47 of the Companies (Court) Rules, 1959, for confirming the reduction of Equity Share Capital of the petitioner Company duly approved by the equity shareholder .....

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be and is hereby confirmed. (b) that the Minutes relating to the reduction of the share capital of the petitioner as provided under Clause 27 and set forth in Annexure 10 of this petition is approved under Section 103(1) of the Companies Act, 1956 and the reduction be and is hereby made effective. (c) Dispense with the words And Reduced pursuant to the proposed reduction being ordered. 2. Heard Ms.K.Ramasamy, learned counsel appearing for the petitioner and Mr.G.Venkatesan, learned Additional C .....

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l and supply such power. The Board of Directors of the petitioner Company thought it fit to reduce some portion of paid up Share Capital by way of canceling 12,000,000 equity shares of ₹ 10 each out of the total paid up 233,012,193 equity shares of ₹ 10 each. Section 100 of the Companies Act, 1956, provides for reduction of Equity Share Capital. Article 4(c) of the Articles of Association of the petitioner Company permits the petitioner Company from time to time to reduce its Share C .....

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Annexure-1. The Authorized Share Capital of the petitioner Company as on 31.03.2015 is ₹ 3,35,00,00,000/- (Rupees Three Hundred and Thirty Five Crore only) divided into 33,50,00,000 (Thirty Three Crore Fifty Lakh Only) Equity Shares of ₹ 10/ each. A copy of the Resolution passed by the Board of Directors of the petitioner Company on 03.12.2015 is marked as Annexure-4. A copy of the audited Balance Sheet of the petitioner Company as on 31.03.2015 is marked as Annexure-2. A copy of th .....

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rejudice to the creditors of the petitioner Company. 4. At this juncture, it is relevant to extract the Special Resolution passed by the petitioner Company in accordance with Section 189 of the Companies Act, 1956, at the Extra Ordinary General Meeting held at Mumbai on 4th December, 2015, wherein, it was resolved as follows:- RESOLVED THAT pursuant to the provisions of Sections 100 to 104 of the Companies Act, 1956 read with Section 52 of the Companies Act, 2013, Rules 46 to 65 of the Companies .....

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subscribed and paid up equity share capital of the Company from ₹ 2,330,121,930/- (Two Hundred Thirty Three crores one lakh twenty one thousand nine hundred and thirty only) divided into 233,012,193 equity shares of ₹ 10/- each fully paid up to ₹ 2,210,121,930/- (Two hundred Twenty one crores one lakh twenty one thousand nine hundred and thirty only) divided into 221,012,193 equity shares of ₹ 10/- each fully paid-up; such reduction is effected by canceling and extinguish .....

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ribunal and any other statutory authorities, as the case may be seeking its sanction to the above reduction of capital in terms of Sections 100 to 104 of the Companies Act, 1956 read with Section 52 of Companies Act, 2013 and other applicable provisions and to appoint advocates and do all such act, deeds and things as may be necessary for obtaining the order of the Hon'ble High Court of Judicature at Madras/National Company Law Tribunal and any other statutory authorities, as the case may be .....

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Company and it Members and to give such directions or instructions as they, from time to time, may think fit or proper (including direction for settling any question, doubt or difficulty which may arise in this regard) and to do all such acts, deeds, matters and things as the Board, in its absolute discretion, may consider necessary, expedient, usual or proper. RESOLVED FURTHER THAT Mr.Suresh Dhwan, Managing Director or Mr.K.Venkata Rao, President, CEO & Director or Ms.Swapna Ravi, Authoris .....

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also relevant to refer to the Form of the Minute proposed to be registered under Section 103(1)(b), which reads as follows:- The issued, subscribed and paid up equity share capital of the Company is hereforth ₹ 2,210,121,930 (Rupees Two hundred twenty one crores one lakh twenty one thousand nine hundred and thirty only) divided into 221,012,193 (Twenty tow crores ten lakhs twelve thousand one hundred and ninety three only) Equity Shares of ₹ 10 each fully paid-up reduced from ₹ .....

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