Delhi High Court
Verico Technologies Private ... vs .. on 26 March, 2015
IN THE HIGH COURT OF DELHI
COMPANY PETITION NO. 57/2015
Reserved on 25th March, 2015
Date of pronouncement: 26th March, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Petition under Section 100(1) of the
Companies Act, 1956 read with Rules 46 &
47 of the Companies (Court) Rules, 1959
And
Verico Technologies Private Limited
.. Petitioner Company
Through Mr. Shobhan and Mr. Sanjay
Bharanwal, Advocates for the petitioner
Ms. Aparna Mudiam, Assistant Registrar
of Companies for the Regional Director
SUDERSHAN KUMAR MISRA, J.
1. This petition under Section 100(1) of the Companies Act, 1956
read with Rules 46 and 47 of the Companies (Court) Rules, 1959 has
been filed by Verico Technologies Private Limited (hereinafter referred to
as the 'petitioner company') for confirming the reduction of its 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 incorporated under the Companies
Act, 2013 on 5th September, 2014 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
4. The authorized share capital of the petitioner company is
Rs.6,00,00,000/- divided into 60,00,000 equity shares of Rs.10/- each.
The subscribed and paid-up share capital of the company is
Rs.6,00,00,000/- divided into 60,00,000 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. It is submitted by the
petitioner that the financial statements of the company have not been
prepared and audited, since the first financial year of the company has
not been completed.
6. It has been submitted that the petitioner company has not been
able to commence its business operations as the minimum paid-up equity
share capital has not been infused into it by the subscribers to the
Memorandum of Association. It is further submitted that the paid-up
equity share capital of the petitioner company is proposed to be reduced
from Rs.6,00,00,000/- to Rs.60,00,000/-, since the majority shareholder
and promoter of the company, Mr. Huei Chung Hsiao has decided to
restrict the activities of the company to trading only. The plan to set up
the manufacturing unit of the petitioner company in India is stated to have
been postponed. It is submitted that for the purposes of trading activity,
paid-up equity share capital of Rs.60,00,000/- would be sufficient, hence,
the need for reduction in share capital.
7. It is pleaded that the petitioner company is authorized by virtue of
Article 4(a) of its Articles of Association to reduce its share capital, as per
the provisions of the Companies Act, 1956.
8. The Board of Directors of the petitioner company in their meeting
held on 3rd November, 2014 have unanimously approved the proposed
reduction of the 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.
9. A special resolution has been passed at the Extra Ordinary
General Meeting of the shareholders of the petitioner company held on
8th December, 2014 confirming the proposed reduction of the paid-up
equity 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. A
copy of the certificate of the Chartered Accountant dated 19th January,
2015 certifying the same has been placed on record.
10. Learned counsel for the petitioner company has submitted that the
proposed reduction in capital neither involves in any financial
outlay/outgo on the part of the petitioner company nor does it directly or
indirectly involve in any outflow of the petitioner company's asset to its
shareholders. Further, the petitioner company has not carried on any
business since the date of its incorporation and it does not have any
creditors or any other stakeholders whose rights would be prejudice by
the proposed reduction.
11. In the aforesaid background, this petition is filed seeking approval
of the resolution passed at the Extra Ordinary General Meeting held on
8th December, 2014. The Form of Minutes proposed to be registered
under Section 103(1)(b) of the Act and annexed with the petition as
Annexure - G is reproduced as under:
"The paid-up equity share capital of Verico Technologies Private
Limited is henceforth Rs.60,00,000/- comprising of 6,00,000
equity shares of Rs.10/- each reduced from Rs.6,00,00,000/-
comprising of Rs.60,00,000 equity shares of Rs.10/- each."
12. By order dated 5th February, 2015, notice of this petition was
directed to be issued to the Regional Director, Northern Region. Since
the petitioner company has not commenced its business operations and
it does not have any creditor or stakeholders, therefore, the requirement
to follow the procedure laid down under Section 101(2) of the Companies
Act, 1956 is dispensed with.
13. In response to the notice issued, Mr. A. K. Chaturvedi, Regional
Director, Northern Region, has filed his report dated 17th March, 2015
raising no objection to the proposed reduction of share capital of the
petitioner company.
14. In view of the averments made in the petition and there being no
creditor, the petition is hereby allowed. The resolution passed by the
petitioner company in its Extra Ordinary General Meeting held on 8th
December, 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 'G', is also approved.
15. 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.
16. 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.
17. The petition stands allowed in the above terms.
Dasti.
SUDERSHAN KUMAR MISRA, J.
March 26, 2015
