M/S. Rampgreen Solutions Private ... vs ...
2015 Latest Caselaw 2246 Del

                      IN THE HIGH COURT OF DELHI
                    COMPANY PETITION NO. 724/2014

                                         Reserved on 25th February, 2015
                                Date of pronouncement: 17th March, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Petition under Sections 100 to 105 of the
Companies Act, 1956 and other
applicable provisions of the Companies
Act, 2013 read with Companies (Court)
Rules, 1959

And

M/s. RAMPgreen Solutions Private Limited
                                                    .. Petitioner Company

                                 Through Mr. Satwinder Singh and
                                 Mr.N.P.S. Chawla, Advocates for the
                                 petitioner
                                 Ms. Aparna Mudiam, Assistant Registrar
                                 of Companies for the Regional Director

SUDERSHAN KUMAR MISRA, J.

1. This petition under Sections 100 to 105 of Companies Act, 1956

and other applicable provisions of the Companies Act, 2013 read with

Companies (Court) Rules, 1959 has been filed by M/s. RAMPgreen

Solutions Private Limited (hereinafter referred to as the 'petitioner

company') for confirming the reduction of its issued, subscribed and paid-

up 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 originally incorporated under the

Companies Act, 1956 on 16th June, 2000 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of vCustomer Services India Private Limited. The company changed

its name to RAMPgreen Solutions Private Limited and obtained the fresh

certificate of incorporation on 17th February, 2012.

4. The authorized share capital of the petitioner company, as on 31st

March, 2014, was Rs.3,25,00,000/- divided into 32,50,000 equity shares

of Rs.10/- each. The issued, subscribed and paid-up share capital of the

company was Rs.2,02,07,990/- divided into 20,20,799 equity shares of

Rs.10/- each.

5. A copy of the Memorandum and Articles of Association of the

petitioner company has been filed on record. The audited balance sheet,

as on 31st March, 2014, of the petitioner company, along with the report

of the auditors, and the provisional unaudited balance sheet and profit

and loss account, as on 31st October, 2014, of the petitioner company

have also been filed.

6. It has been submitted by the petitioner that the petitioner company

was incorporated on June 16, 2000 by vCustomer Corporation (the

'Promoter Shareholder') holding 98 equity shares of Rs.10/- being 98% of

the total shareholding of the company and remaining two shares were

held by Mr. Aditya Prakash and M/s. Kumar Associates, holding 1 equity

share each of Rs.10/-. Mr. Aditya Prakash and M/s. Kumar Associates

transferred their shares to the Promoter Shareholder on 04.02.2001 and

23.10.2000 respectively enabling the Promoter Shareholder to exercise

100% ownership and control over the company. Thereafter, in the year

2013, the Promoter Shareholder transferred its entire equity shareholding

in the petitioner company to one of its group company registered in

Mauritius viz. RG International Investments (the 'Promoter Group

Shareholder') thereby enabling the Promoter Group Shareholder to

wholly own and control the petitioner company. Further in 2013, pursuant

to a Scheme of Amalgamation and subsequent preferential allotment by

the company, equity shares were issued to Non Promoter Shareholders

viz. Mr. Ganga Sharan Agrawal and Napean Finvest Private Limited.

Therefore, the present shareholding pattern of the petitioner company is

that the Promoter Group Shareholder is holding 10,08,299 equity shares

(49.9% of paid-up share capital) and Non Promoters are holding

10,12,500 equity shares (51.1% of paid-up share capital) of Rs.10/- each.

7. It is further submitted by the petitioner that the Board of Directors

of the petitioner company felt it imperative to separate the Promoter

Group shareholder from the Non-Promoter Shareholders and re-

emphasizing the control and ownership of the Promoter Group

shareholder over the petitioner company, as previously held prior to

Scheme of Amalgamation and preferential allotment. Accordingly, the

company has proposed a selective reduction of share capital by paying

off the Non-Promoter Shareholders for extinguishment and cancellation

of their subscribed and paid-up equity share capital, which will give a fair

exit to the Non-Promoter Shareholders. It is claimed by the petitioner that

the proposed reduction is a practical and efficient available option which

will help the Non-Promoter Shareholders in realizing the fair value of their

investments in the petitioner company which can be gainfully deployed

elsewhere. The Board of Directors of the petitioner company

recommended payment of Rs.675/- per equity share to the Non-Promoter

Shareholders of the company as a part of the capital reduction process.

8. It is pleaded that the petitioner company is authorized by virtue of

provisions of the Articles of Association of the company to reduce its

share capital, as per the provisions of the Companies Act, 1956.

9. The Board of Directors of the petitioner company in their meeting

held on 6th October, 2014 have unanimously approved the proposed

reduction of the issued, subscribed and paid up share capital of the

petitioner company. A copy of the resolution passed at the meeting of the

Board of Directors of the petitioner company is placed on record.

10. A special resolution has been passed at the Extra Ordinary

General Meeting of the equity shareholders of the petitioner company

held on 13th November, 2014 confirming the proposed reduction of the

share capital. A copy of the minutes of the special resolution passed at

the Extra Ordinary General Meeting is placed on record. The petitioner

company does not have any secured or unsecured creditor, as on 31st

October, 2014.

11. Learned counsel for the petitioner company has submitted that the

proposed reduction does not involve either diminution of any liability in

respect of unpaid share capital or payment to shareholders of any paid

up share capital. It is further submitted that the proposed reduction in

capital does not violate or override or circumvent any provision of the

Companies Act, 1956 and the Companies Act, 2013, as applicable or any

rules or regulations made thereunder. It is further submitted that no

investigation proceedings under Section 235 to 251 of the Companies

Act, 1956 are pending against the petitioner company. Learned counsel

also confirms that the petitioner company is engaged in a

business/industry where there is no sectoral cap and a non-resident

shareholder is permitted to hold upto 100% of the paid-up equity share

capital of the petitioner company under the automatic route as per the

provisions of Foreign Exchange Management Act and regulations made

thereunder.

12. In the aforesaid background, this petition is filed seeking approval

of the resolution passed at the Extra Ordinary General Meeting held on

13th November, 2014. The Form of Minutes proposed to be registered

under Section 103(1)(b) of the Act and annexed with the petition is

reproduced as under:

"The subscribed and paid-up equity share capital of Rampgreen Solutions Private Limited is henceforth INR 1,00,82,990/- divided into 10,08,299 equity shares of INR 10/- each fully paid up or such higher amount, depending upon the number of equity shares held by the promoter shareholders as on the record date to be fixed by the board of directors of Rampgreen Solutions Private Limited or as on 14th November, 2014, whichever is later, reduced from INR 2,02,07,990/- divided into 20,20,799 equity shares of INR 10/- each fully paid up. At the date of registration of this minute, the issued equity share capital shall be deemed to be equal to the amount of subscribed and paid-up equity share capital and the remaining equity shares shall be unissued out of the authorized share capital of the Company."

13. By order dated 24th November, 2014, notice of this petition was

directed to be issued to the Regional Director, Northern Region and

citations were directed to be published in the newspapers 'Business

Standard' (English) and 'Jansatta' (Hindi) in terms of the Companies

(Court) Rules, 1959. The petitioner has filed an affidavit showing

compliance regarding service on the Regional Director, Northern Region

as also publication of citations in the aforesaid newspapers on 8th

December, 2014. Copies of the newspaper clippings containing the

publications have been filed along with the affidavit.

14. In response to the notice issued, Mr. A. K. Chaturvedi, Regional

Director, Northern Region, has filed his report dated 11th February, 2015

raising no objection to the proposed reduction of share capital of the

petitioner company.

15. Despite publication of notice, no objection has been received from

any creditor or any member of the public. The petitioner company, in the

affidavit dated 10th February, 2015 of Sh. N.P.S. Chawla, Advocate of the

petitioner company has submitted that neither the petitioner company nor

its counsel have received any objection pursuant to citations published

on 8th December, 2014. Thus, there appears to be no legal impediment in

allowing the present petition.

16. In view of the averments made in the petition and there being no

objection from any creditor or any member of the public, the petition is

hereby allowed. The resolution passed by the petitioner company in its

Extra Ordinary General Meeting held on 13th November, 2014 for

reduction of its share capital is approved. The 'Form of Minutes' proposed

to be registered under Section 103(1)(b) and annexed to the petition as

Annexure 'M', is also approved.

17. A certified copy of this order be delivered to the Registrar of

Companies within thirty days from today. The Registrar of Companies, 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 company.

18. The notice of registration of this order and the resolution of the

company shall be published in the 'Financial Express' (English) and

'Jansatta' (Hindi) within 14 days of the registration aforesaid.

19. The petition stands allowed in the above terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

March 17, 2015