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IN RE: Koyo Bearings India Private Limited Versus State

2015 (9) TMI 1579 - KARNATAKA HIGH COURT

Reduction of paid up share capital - resolution passed by special resolution dated 16.4.2015 - Held that:- The proposed set off of the accumulated losses against the paid up share capital and the write off of the amount in the securities premium account of the company are only book entries and have no financial outlay/outgo whatsoever to the shareholders of the company. The proposed reduction of the share capital will not in any way adversely affect the operation of the petitioner -company. - .....

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lved by the special resolution dated 16.4.2015. ( 2. ) It is stated, the petitioner -company was incorporated on 23.6.2009 under the name and style of Koyo Bearings India Private Limited having its registered office situated at Ground Floor, E -1, Beech Manyata Embassy Business Park, Outer Ring Road, Bengaluru -560064. The petitioner -company is engaged in the manufacture and sale of automotive ball bearings. The petitioner is a wholly owned subsidiary of JTEKT Corporation, a Japanese Company. ( .....

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ly paid up, is held by an individual as a nominee of JTEKT Corporation, Japan. ( 4. ) It is stated, at the Extraordinary General Meeting of the petitioner company held on 16.4.2015, it was resolved to reduce the issued, subscribed and paid up share capital of the company from ₹ 426,28,55,030/ - divided into 42,62,85,503 equity shares of ₹ 10/ - each to ₹ 108,85,92,880/ - divided into 10,88,59,288 equity shares of ₹ 10/ - each by recalling, canceling and extinguishing 31,7 .....

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be written off which has been lost and is not represented by the available assets of the company and adjusted against the debit balance of profit and loss account as on 31.3.2015. ( 5. ) The summary of total loss to be set -off is as follows: ( 6. ) It is stated, the reduction in the capital of petitioner -company is proposed to be achieved through the reduction of share capital against writing off accumulated loss. The proposed financial restructuring entails the reduction of share capital of t .....

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es and have no financial outlay/outgo whatsoever to the share holders of the petitioner company. ( 7. ) it is stated, in order to improve the financial position and to represent a true and fair state of affairs in the current business environment, it has become imperative for the petitioner company to wipe out its losses in the previous years and in the current year and restructure the company as mentioned above. The proposed reduction in share capital and write -off of the share premium account .....

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d up share capital and the write off of the amount in the securities premium account of the company are only book entries and have no financial outlay/outgo whatsoever to the shareholders of the company. The proposed reduction of the share capital will not in any way adversely affect the operation of the petitioner -company. ( 10. ) In the circumstances, having regard to the petition averments and the resolution passed at the Extraordinary General Meeting held on 16.4.2015, the prayer can be gra .....

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e Articles of Association of the Company and other applicable provisions, if any, and subject to confirmation of the Hon ble High Court of Karnataka at Bangalore and any other approval as may be required, the total loss of the Company being ₹ 362,44,07,120/ - (Rs. Three Hundred Sixty Two Crores Forty Four Lacs Seven Thousand One Hundred and Twenty) (rounded off) as at 31.03.2015 will be reduced as set out in the following resolutions; FURTHER RESOLVED THAT pursuant to Sec. 52 of Companies .....

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ts of the Company, and adjusted against the debit balance of Profit and Loss Account as at 31.03.2015; FURTHER RESOLVED THAT pursuant to the provisions of Sec. 100 of the Companies Act, 1956 and other applicable provisions if any, Articles of Association of the Company and subject to confirmation of the Hon ble High Court of Karnataka at Bangalore and any other approval as may be required, the issued, subscribed and paid up share capital of the Company be reduced from ₹ 426,28,55,030/ - (R .....

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10/ - (Rs. Ten Only) each by recalling, canceling extinguishing 31,74,26,215 (Thirty One Crores Seventy Four Lacs Twenty Six Thousand Two Hundred and Fifteen) equity shares of ₹ 10/ - (Rs. Ten Only) each, fractions being ignored, out of the existing total subscribed issued and paid up equity shares capital of the Company and writing off ₹ 317,42,62,150/ - (Rs. Three Hundred Seventeen Crores Forty Two Lacs Sixty Two Thousand One Hundred and Fifty) from its paid -up share capital, whic .....

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y, of the Companies Act 1956/Companies Act 2013, seeking the confirmation of the reduction of capital and writing off the securities premium account as proposed; and FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorised to do or cause to be done all such acts, deeds, matters and things as may be necessary, proper or expedient, to give effect to this resolution including to appoint advocates, file, amend and verify the petition, affirm affidavits, appear in the H .....

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be written off which has been lost and is not represented by available assets of the Company, and adjusted against the debit balance of Profit and Loss Account as at 31.03.2015; The issued, subscribed and paid up share capital of the Company be reduced from ₹ 426,28,55,030 (Rs. Four Hundred Twenty Six Crores Twenty Eight Lacs Fifty Five Thousand and Thirty) divided into 42,62,85,503 (Forty Two Crores Sixty Two Lacs Eighty Five Thousand Five Hundred and Three) equity shares of ₹ 10/ .....

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