Delhi High Court
Denso India Limited vs ............. on 5 November, 2014
$~31
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 673/2014
IN THE MATTER OF
DENSO INDIA LIMITED .....Petitioners
Through: Mr. Ajay Vohra,
Senior Advocate, Mr.
Satwinder Singh and
Mr. N.P.S Chawla
Advocates for the
Petitioners.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 05.11.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is petition filed under Section 100 to 105 of the
Companies Act, 1956 read with Rule 46 of the
Companies (Court) Rules, 1959 for confirming
reduction of capital of Petitioner Company, proposing a
reduction of issued, subscribed and paid up capital. The
Petitioner has prayed for dispensation of the procedure
prescribed under Section 101(2) of the Companies Act,
1956.
2. It has been submitted that the reason for the reduction
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of share capital of the Petitioner Company is that the
existing subscribed and paid up equity share capital of
the Petitioner Company consisting of 27,879,644
equity shares of face value of Rs. 10/- each fully paid
up aggregating to Rs. 278,796,440/- be reduced by
cancelling and extinguishing 1,130,754 subscribed and
paid up equity shared which are held by non-promoter
shareholders as on November 30, 2014 or any other
date as determined by the Board after the proposed
reduction is approved by this Hon'ble Court. It is also
submitted that existing issued equity share capital of
Rs. 280,620,000 consisting of 28,062,000 equity shares
of face value of Rs. 10/- each fully paid up shall also
stand reduced to an amount of Rs. 267,488,900
(comprising of 26,748,890 equity shares of face value
of Rs. 10/- each fully paid up) or equivalent to such
higher amount of subscribed and paid up equity share
capital as held by the promoter shareholders as on date
as determined by the Board after the proposed
reduction is approved by this Hon'ble Court.
3. It is submitted that Article VII (h) of the Articles of
Association of the Petitioner Company authorizes
Petitioner Company to reduce its share capital in any
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manner for the time being authorized by law.
4. The proposed reduction has been approved by the
Board of Directors of the Petitioner Company in its
meeting held on 25 th August 2014. Copy of Resolution
passed by the Board of Directors of the Petitioner
Company approving the reduction of the share capital
of the Petitioner Company has been placed on record.
The said resolution for the reduction of share capital of
Petitioner Company has also been approved by the
members of the Petitioner Company as a Special
Resolution in its Annual General Meeting held on 23 rd
September 2014.
5. The Shareholders have also passed a Special
Resolution at the Annual General Meeting held on
23.09.2014 approving the reduction of capital, as
under:
"RESOLVED THAT pursuant to the Articles
of Association of the Company, Sections
100 to 105 and such other applicable
provisions of the Companies Act, 1956
(including any statutory modifications or re-
enactment thereof, for the time being in
force) and, subject to confirmation by the
Hon'ble High Court of Delhi at New Delhi
or National Company Law Tribunal or any
other relevant authority empowered to
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approve the Scheme of Reduction of Share
Capital [hereinafter referred to as ("High
Court")] or such other sanctions and
approvals of the appropriate authorities (if
required) and subject to such terms,
conditions or modifications if any, as may
be prescribed by such authorities while
granting such approvals, consents or
permissions and which may be agreed to by
the Board of Directors of the Company
[hereinafter referred to as ("Board") which
expression shall be deemed to include any
Committee of Directors constituted by the
Board], consent of the members be and is
hereby accorded to the reduction of the
Company's existing subscribed and paid-up
equity share capital comprising
of27,879,644 equity shares of face value
INR 10/- each fully paid up aggregating to
INR 278,796,440/- by cancelling and
extinguishing 1,130,754 subscribed and
paid-up equity shares which are held by non
promoter shareholders or such other number
of subscribed and paid-up equity shares but
not exceeding 1,130,754 equity shares of the
Company as held by the non promoter
shareholders as on November 30, 2014 or
any other date as determined by the Board
after the proposed reduction is approved by
the High Court [hereinafter referred to as
"Record Date"].
"RESOLVED FURTHER THAT upon the
reduction of the share capital of the
Company, the subscribed and paid-up
capital of the Company shall stand reduced
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to 26,748,890 equity shares of face value of
INR 10/- each fully paid up aggregating to
INR 267,488,900/- or to such higher amount
of the subscribed and paid up equity share
capital depending upon the number of
shares held by the promoter shareholders as
on the Record Date."
"RESOLVED FURTHER THAT the
Company's existing issued equity share
capital of INR 280,620,000/- consisting of
28,062,000 equity shares of face value of
INR 10/- each fully paid up shall also stand
reduced to an amount of INR 267,488,900/-
(comprising of 26,748,890 equity shares of
face value of INR 10/- each fully paid up) or
equivalent to such higher amount of the
subscribed and paid up equity share capital
as held by the promoter shareholders on the
Record Date."
"RESOLVED FURTHER THAT upon
extinguishment of such share capital, the
issued, subscribed and paid-up equity share
capital of the Company shall stand reduced
to the extent of the face value of the equity
shares so extinguished on the Record Date.
...."
6. Learned Senior Counsel for the Petitioner Company
further submits that the said reduction is effected by
paying off a sum of Rs. 145 per equity share to the
Resident Member of the Company and for Non-
Resident Member at a price not exceeding the price that
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is arrived as per any internationally accepted pricing
mythology for valuation of shares on arms length basis
in accordance with Foreign Exchange Control Norms
or Rs. 145 per equity share, whichever is lower, for
extinguishment of equity shares held by them .
7. Further, the Petitioner Company has no Secured
Creditors as on 20.09.2014 and has 45 Un-secured
Creditors as on 20.09.2014. The said Un-secured
Creditors have given their consent to the said reduction
in share capital. A copy of the Certificate of the
Chartered Accountant certifying the same has been
enclosed with the Petition as Annexure I.
8. Learned Senior Counsel for the Petitioner Company
further under instructions from the Petitioner
undertakes that interest of the Un-secured Creditors
shall be protected and there will be no diminution of
liability qua the said Un-secured Creditors and they
shall be paid as and when their respective amount fall
due and payable. The said undertaking is accepted.
9. Keeping in view the aforesaid averments, the procedure
laid down under Section 101(2) of the Companies Act,
1956 is dispensed with.
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10. Issue notice to the Regional Director (Northern
Region), Ministry of Corporate Affairs. Let a copy of
the petition be also served on the Registrar of
Companies within one week from today.
11. Further, it is directed that publication be carried out in
Business Standard (English) and Jansatta (Hindi).
Renotify on 8th January, 2015.
SANJEEV SACHDEVA, J
NOVEMBER 05, 2014
st
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