Delhi High Court
Hilton Hotel Management Services ... vs -- on 10 July, 2013
Author: R.V. Easwar
$~1
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Date of decision: 10th July, 2013
+ CO. PET. 117/2013
HILTON HOTEL MANAGEMENT
SERVICES PRIVATE LTD. .....Petitioner
Through: Mr. Rajeev K Goel and Mr. Naresh
Kumar, Advocates for the Petitioner
CORAM:
HON'BLE MR. JUSTICE R.V.EASWAR
R. V. EASWAR, J.: (ORAL)
1. This petition has been filed by Hilton Hotel Management Services
Pvt Ltd (hereinafter referred to as 'petitioner company') under Sections
100 to 104 of the Companies Act, 1956 ('Act') for confirming the
reduction of its share capital.
2. The registered office of the petitioner company is situated at New
Delhi, within the jurisdiction of this Court.
3. The petitioner company was incorporated under the provisions of
the Act as a private limited company vide Certificate of Incorporation
bearing Corporate Identity Number (CIN): U55101DL2007FTC165434
CO. PET. 117/2013 Page 1 of 5
dated 2nd July 2007 issued by the Registrar of Companies ('ROC'),
Delhi and Haryana, New Delhi.
4. The authorised share capital of the Petitioner company is
`75,00,00,000 divided into 7,50,00,000 equity shares of `10/- each. The
issued, subscribed and paid up share capital is `53,37,03,770/- divided
into 5,33,70,377 equity shares of `10/- each. The petitioner company is
a wholly owned subsidiary of Hilton International Co., USA and the
entire share capital of the Petitioner company is held by its parent
company and its nominee shareholder.
5. The copies of the Memorandum and Articles of Association as
well as the latest audited annual accounts for the year ended 31st March
2011 of the petitioner company have also been placed on record.
6. It is submitted that the petitioner company is engaged in hotel
management services and other related activities.
7. The Petitioner company is proposing to reduce its share capital by:
(a) Writing off debit balance of profit and loss account of the company to
the extent of `17,97,61,250/- by cancelling 1,79,76,125 equity shares of
`10/- each aggregating to `17,97,61,250/- held by the parent company;
CO. PET. 117/2013 Page 2 of 5
and
(b) Buy-back of 3,23,94,252 equity shares of `10/- each at par
aggregating `32,39,42,520/- held by the parent company.
8. It is confirmed that the petitioner company is authorized by the
Article no.16 of its Articles of Association to reduce its share capital.
9. Learned counsel for the petitioner company confirmed that no
proceedings under Sections 235 to 251 of the Act are pending against the
petitioner company.
10. The Board of Directors ('BoDs') of the petitioner company in its
meeting held on 24th July 2012 unanimously approved the proposed
reduction of the share capital of the company. A copy of the said
resolution is placed on record.
11. In compliance with section 189 of the Act, a special resolution has
been passed by the shareholders of the petitioner company in the
Extraordinary General Meeting (EGM) held on 25th July 2012
confirming the proposed reduction of share capital. A copy of resolution
and the form of minutes under section 103 (1) (b) of the Act are also
placed on record.
CO. PET. 117/2013 Page 3 of 5
12. The petitioner company has filed the present petition in this Court
seeking confirmation of the reduction of its share capital. By order dated
6th March 2013, citations were directed to be published in the
newspapers 'Business Standard' (English) and 'Dainik Bhaskar' (Hindi).
An affidavit was filed on behalf of the petitioner company confirming
that the citations were published in the above said newspapers on 13th
June 2013. Copies of the newspaper cuttings, in original, containing the
publications have also been filed along with the said affidavit.
13. Learned counsel submits that no objections have been received
from all the creditors or all the members of the petitioner company. In
this background, there is no legal impediment in allowing the present
petition.
14. In view of the averments made in the petition and no objections
received for the proposed reduction of share capital, the petition is
hereby allowed. The special resolution passed by the petitioner company
in its EGM held on 25th July 2012 for reduction of its share capital is
approved. The form of minutes proposed to be registered, as placed on
record, is also approved.
CO. PET. 117/2013 Page 4 of 5
15. A certified copy of this order will be filed with the ROC within 30
days from the date of receipt of this order. The ROC, on receipt of the
certified copy of this order and minutes approved by this Court, is
directed to register the same and effect the necessary alteration with
regard to the petitioner company.
16. The notice of registration of this order, the special resolution and
minutes, by the ROC shall be published by the Petitioner company in the
'Business Standard' (English) and 'Dainik Bhaskar' (Hindi) both Delhi
edition, within 21 days of such registration.
17. The Petition stands allowed in the above terms.
Order be given dasti.
R. V. EASWAR, J.
JULY 2, 2013
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