Delhi High Court
Orient Home Accents Private ... vs ............ on 26 August, 2014
$~35
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 531/2014
IN THE MATTER OF ORIENT HOME
ACCENTS PRIVATE LIMITED ..... Petitioner
Through: Mr. Awnish Kumar and Mr. Gaurav
Kumar, Advs.
Mr. Atma Sah, Assistant RoC
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 26.08.2014
Co. Appl. 1903/2014
1. This is an application accompanying the petition under Section
100 to 104 of the Companies Act, 1956 read with Rule 46 of
the Companies (Court) Rules, 1959 for confirming reduction of
capital of petitioner company. The applicant has prayed for
dispensation of the procedure prescribed under Section 101(2)
of the Companies Act, 1956.
2. It is submitted that the company has long term Loans and
Advances of Rs. 85,01,800/-, Non current investments of Rs.
28,80,058/-, current assets of Rs. 11,12,926/- and reserves of
Rs. 75,94,784/- as on 31.10.2013. The company intends to
distribute the assets of the companies to the shareholders
amounting of Rs.96,14,726/- by utilizing the reserves and
surplus and reducing the capital as the same are considered in
excess of the wants of the company so as to give true and fair
view of the financial statements of the company.
3. It is submitted that Article 4 (inadvertently mentioned as
Article 6A) of the Articles of Association of the petitioner
company authorizes petitioner company to reduce its capital
either with or without extinguishing or reducing the liability of
its shares.
4. It is submitted that the board of directors has approved the
reduction of under Section 78 read with Section 100 to 104 of
the Companies Act by a resolution passed on 25.11.2013.
5. The equity shareholders have also passed a Special Resolution
at the Extra-Ordinary General Meeting held on 19.12.2013
approving the reduction of capital, as under:
"RESOLVED THAT pursuant to the provisions of
Sections 100 to 104 and other applicable
provisions, if any, of the Companies Act, 1956,
read with Article 6A of the Articles of Association
of the Company and pursuant to the relevant
provisions of the Companies (Court) Rules, 1959
and subject to the confirmation of the Hon'ble
High Court of Judicature at New Delhi (High
Court) and other appropriate authorities, if any, in
this regard, the Issued and Paid up Capital of the
Company as on October 31, 2013 be reduced from
Rs. 49,00,000/- (Rupees Forty Nine Lac only) to
Rs. 11,28,528 (Rupees Eleven Lac Twenty Eight
Thousand Five Hundred Twenty Eight only).
And that such reduction to be utilized for
distribution of assets of the Company which is in
excess of the wants of the Company as on October
31,2013 of Rs. 96,14,726/- (Rupees Ninety Six
Lac Fourteen Thousand Seven Hundred and
Twenty Six only).
.........."
6. There were three equity shareholders of the company on 31st
October 2013. All the equity shareholders of the company have
given written approval to the capital reduction under Sections
100 to 104 of the Companies Act, 1956.
7. The Petitioner submits that the proposed reduction of capital
which is in excess of the wants of the company amounts to a
reduction of capital of the Petitioner Company under Sections
100 to 104 of the Companies Act, 1956.
8. Learned counsel for the petitioner submits that the scheme of
reduction of share capital has been approved by the
shareholders of the petitioner and there are no secured and
unsecured creditors of the petitioner company. Copy of the
Special Resolution passed at the Extra-Ordinary General
Meeting held on 19.12.2013 by the Shareholders has been
annexed as Annexure G of the petition.
9. Keeping in view the aforesaid averments, the procedure laid
down under Section 101(2) of the Companies Act, 1956 is
dispensed with.
10. The application is accordingly allowed and disposed of.
CO.PET. 531/2014
Issue notice to the Regional Director (Northern Region),
Ministry of Corporate Affairs. Mr. Atma Sah, Assistant Registrar of
Companies accepts notice on behalf of Regional Director.
Let a copy of the petition be also served on the Registrar of
Companies within one week from today.
Publication be carried out in Indian Express (English) and Veer
Arjun (Hindi).
Renotify on 21st November, 2014.
SANJEEV SACHDEVA, J
AUGUST 26, 2014
ms
