Delhi High Court
Skyweb Infotech Ltd vs ---- on 12 October, 2012
Author: Indermeet Kaur
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:12.10.2012
+ CO.PET. 479/2012
SKYWEB INFOTECH LTD ..... Petitioner
Through Mr. P. Nagesh, Adv. for the
petitioner.
Mr. S.K. Pradhan, Deputy
Registrar on behalf of the ROC.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1 Present petition has been filed under Sections 101 to 104 of the
Companies Act, 1956 for confirming the reduction of share capital of
the petitioner-company namely M/s Skyweb Infotech Ltd.
2 Article 52 of the Articles of Association of the company permit
the petitioner company to reduce its share capital.
3 It is stated that the petitioner company seeks to reduce the paid-up
share capital of the petitioner company from Rs.1,20,00,000/- to
Rs.70,00,000/- by reducing the unlisted equity share capital of the
company of Rs.50,00,000/- consisting of 5,00,000 equity shares having
face value of Rs.10/- each.
4 The petitioner company shall extinguish 5,00,000/- equity shares
of face value of Rs.10/- each and shall payoff/return an sum equal of
Rs.50,00,000/- being the face value of those shares to the holder of the
shares, allotted in the aforesaid preferential allotment, as on the effective
date. By a special resolution dated 25.06.2012 passed in the Extra
Ordinary General Meeting of the petitioner company, the aforesaid
reduction in the equity share capital of the petitioner company was
approved by the shareholders and reads as as under:-
"Pursuant to the provisions of Sections 100 to 104, if any, of the Companies
Act, Article 52 of Articles of Association of the company and subject to the
confirmation of Hon'ble High Court having jurisdiction over the registered office of
the company or of the National Company Law Tribunal (NCLT) and/or any other
regulatory authority as may be required, the share capital of the company be and is
hereby reduced to Rs.70,00,000/- consisting of 7,00,000/- equity shares of Rs.10/-
each from Rs.1,20,00,000/- consisting of 12,00,000/- equity shares of Rs.10/- each
by paying off/returning the paid up share capital of 5,00,000/- equity shares of
Rs.10/- each fully paid up to the holder of the shares as on the effective date, allotted
under preferential issue made by the company in the month of July, 2001 and
thereby extinguishing all those shares."
5 As per the last audited balance sheet of the company i.e. for the
period ended 31st March, 2012, the petitioner company has NIL secured
creditors. There are five unsecured creditors in the sum of
Rs.9,84,26,046/-. The five unsecured creditors have consented to the
reduction of share capital as the interest of the creditors has not been
affected by the proposed reduction of capital. M/s KSJ & Co. Chartered
Accountant has given their certificates dated 15.09.2012 certifying the
position of the secured and unsecured creditors of the petitioner
company as on 01.08.2012. List of unsecured creditors along with the
certificate of the Chartered Accountant is annexed along with the
petition as Annexure P-9. The consent of the unsecured creditors is
annexed as Annexure P-10.
6 Keeping in view the aforesaid averments, the procedure contained
in Section 101(2) of the Companies Act, 1956 is dispensed with.
7 Notice. The Regional Director (Northern Region), Ministry of
Corporate Affairs represented by Mr. S.K. Pradhan, Deputy Registrar of
Companies accepts notice on behalf of the Regional Director (Northern
Region) as also the ROC. He prays for and is granted six weeks time to
file a reply-affidavit.
8 Rejoinder-affidavit, if any, be filed before the next date of
hearing.
9 As prayed for, publication be carried out in the Delhi editions of
the newspapers 'Indian Express' (English edition) and 'Veer Arjun'
(Hindi edition).
10 List on 16.01.2013.
Order dasti.
INDERMEET KAUR, J
OCTOBER 12, 2012
A
