9911796707
TMI Blog2015 (1) TMI 1354X X X X Extracts X X X X X X X X Extracts X X X X ..... ner submitted that the petitioner company is engaged in the business of providing knowledge based services and support mainly to the financial industry in the United States. The services include skilled support to Financial Advisory Firms for middle office and back office tasks, CPA firms for book keeping, tax planning and tax preparatory work, etc. The gross income of the company was more than Rs. 2.5 crore for the financial year ended on 31st March, 2014. The operating profit has been more than Rs. 70 lakhs and net profit is more than Rs. 57 lakhs for the financial year ended on 31st March, 2014. It has built-up reserves of nearly Rs. 34 lakhs. Thus, it is a profit making company with bright future prospects for growth. 3. It was pointed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompliance with the applicable provisions under sections 100 and 189 of the Companies Act, 1956, the requisite meetings of the Equity shareholders and Preference shareholders of the petitioner company were convened on 15th July, 2014 after due notices to all the concerned parties. The special resolution approving the proposed reduction was unanimously passed at both these meetings. The copies of such resolutions have been placed on record by the petitioner company. 6. It was submitted that the petition was filed before the court for requisite approval and the same was admitted on 5th December, 2014 and requisite direction was issued for publication of the notice in the Ahmedabad editions of the English daily "Indian Express" and the Gujarat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uly, 2014 reproduced hereunder : "RESOLVED THAT pursuant to the Articles of Association of the Company, Section 100 and other applicable provisions of the Companies Act, 1956, and pursuant to the enabling article No.46 of Table "A", and subject to the confirmation by the Hon'ble High Court of Gujarat at Ahmedabad and subject to the sanctions and approvals of the appropriate authorities as may be required, and subject to such terms, conditions and modifications if any, as may be prescribed by such authorities while granting the such approvals, consents or permissions and which may be agreed to by the Board of Directors of the Company, the Issued, Subscribed and Paid Up Preference Share Capital of the Company, being in excess of the require ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or the extinguishment of the preference shares held by him, subject to the receipt of required sanctions and approvals, if any, from the Reserve Bank of India in accordance with extant foreign exchange control regulations; - the return of preference share capital to above mentioned shareholder shall be made as soon as possible within 60 days of the Effective date and the actual payments may be made in installments, by RTGS, NEFT, pay order or demand draft; "RESOLVED FURTHER THAT consequential amendments be made in the capital clause of the Memorandum of Association and the Articles of Association of the Company after the said reduction becomes operative and effective." is hereby confirmed. 9. The form of the minute proposed vide Para 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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