Hbo India Private Limited vs -------
2016 Latest Caselaw 6241 Del

51
        IN THE HIGH COURT OF DELHI AT NEW DELHI

                                          Judgment delivered on: 26.09.2016

CO.PET. 462/2016

IN THE MATTER OF:-

HBO INDIA PRIVATE LIMITED                                        ..... Petitioner

                           Through:    Mr Rajeev Kumar, Advocate for
                                       petitioner.
                                       Mr Sanjay Bose, Dy. Registrar of
                                       Companies.
                                       Ms Aparna Mudiam, Assistant
                                       Registrar of Companies for the
                                       Regional Director.

CORAM:
HON'BLE MR JUSTICE SIDDHARTH MRIDUL

                              JUDGMENT

SIDDHARTH MRIDUL, J

CO.APPL. 1965/2016 In view of the observations being rendered in the accompanying petition, the same is rendered infructuous.

The application stands disposed of.

CO.APPL. 3640/2016 The present is an application under Rule 7 read with Rule 9 of the

Company (Court) Rules, 1959, seeking condonation of 62 days' delay in

filing of affidavit by the Regional Director, Northern Region.

For the reasons stated in the application, the same is allowed. Delay condoned.

The Affidavit dated 21.09.2016, by the Regional Director, is taken on record.

The application is disposed of accordingly.

CO.PET. 462/2016

1. The present is a petition filed under Sections 100 to 104 of the

Companies Act, 1956 (for short 'Act'), read with Section 52 of the

Companies Act, 2013, by HBO India Private Limited (hereinafter referred to

as 'Petitioner Company'), seeking approval of this Court to the proposed

reduction of Share Capital as resolved by its Resolution dated 06.05.2016.

2. The registered office of the Petitioner Company is situated at New

Delhi, within the jurisdiction of this Court.

3. The details qua the date of incorporation of the Petitioner Company,

its authorized, issued, subscribed and paid up capital have been mentioned in

paragraph 2 of the present petition. The Petitioner Company was

incorporated on 16.08.2012. The present authorised share capital of the

petitioner company is Rs.10,00,00,000/-, divided into 1,00,00,000 equity

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

petitioner company is Rs.91,25,150/-, divided into 9,12,515 equity shares of

Rs.10/- each.

4. Copies of the Memorandum of Association and Articles of

Association of the Petitioner Company have been filed and the same are on

record. The latest audited balance sheet of the Petitioner Company for the

year ended 31.03.2015 and the unaudited/ provisional balance sheet as on

31.03.2016 have also been enclosed with the petition.

5. A perusal of the Articles of Association of the Petitioner Company

reveals that Articles 15 and 17 of the Articles of Association of the Petitioner

Company provide for reduction of share capital of the Petitioner Company.

6. A copy of the Resolution passed by the Board of Directors of the

Petitioner Company dated 22.04.2016 proposing the Reduction of Share

Capital has been placed on record.

7. It has been noted that the Petitioner Company proposes to reduce the

equity share capital by way of cancellation of equity shares and cash is

proposed to be paid to equity shareholders on such cancellation of equity

shares, in the manner specified hereinbelow:

o Cash amounting to Rs.9,99,54,554/- on cancellation of 8,57,979

equity shares of Rs.10/- each.

o Securities Premium of Rs.9,13,74,764/- shall be utilized for

payment of proportionate premium on 8,57,979 equity shares of

Rs.10/- each.

8. In view of the foregoing, the Share Capital Account of the Petitioner

Company as on March 31, 2016 is being reduced from Rs.91,25,150/-

(Rupees Ninety one lakh twenty five thousand one hundred fifty only) to

Rs.5,45,360/- (Rupees Five lakh forty five thousand three hundred sixty

only) and the Securities Premium Account is being reduced from

Rs.9,13,74,839/- (Rupees Nine crore thirteen lakh seventy four thousand

eight hundred thirty nine only) to Rs.76/- (Rupees Seventy six only) and the

amount reduced is proposed to be used to pay out the shareholders of the

Petitioner Company.

9. The rationale qua the proposed reduction of Share Capital whereby the

Petitioner Company intends to reduce its issued and paid-up Equity share

capital by way of cancellation of Equity shares and paying excess cash in its

books to the holders of such Equity shares, is stated to be that, there is

availability of excess share capital as against the needs of the business and

that the Petitioner Company has no immediate capitalisation or expansion

plans, as has been averred on behalf of the petitioner company in paragraph

6 of the present petition.

10. A copy of the special resolution of the Petitioner Company passed at

the Extraordinary General Meeting of the Equity Shareholders of the

Petitioner Company qua the reduction of share capital, held on 06.05.2016

has been filed and the same is on record.

11. A perusal of the record reveals that, Company Application bearing

No.1965 of 2016, has been filed on behalf of the Petitioner Company

wherein, a prayer has been sought, for dispensation of procedures prescribed

under Section 101 (2) of the Companies Act, 1956. It is noted that since the

petitioner company has no secured and unsecured creditors, therefore, the

procedure prescribed under Section 101 (2) of the Companies Act, 1956 is

not required to be followed.

12. Notice was issued to the Regional Director (Northern Region),

Ministry of Corporate Affairs vide order dated 24.05.2016, in the present

petition. Notice was accepted by Ms. Aparna Mudiam, Assistant Registrar

of Companies on behalf of the Regional Director.

13. Further, vide order dated 24.05.2016, it was also directed that the

notice of hearing of the Petition be published in 'Business Standard'

(English Edition) and 'Jansatta' (Hindi Edition). Affidavit dated 17.09.2016

qua service and publication of notice has been filed by the Petitioner

Company showing compliance regarding service of the petition on the

Registrar of Companies and the Regional Director, Northern Region, and

also regarding publication of citations in the aforesaid newspapers on 11th

July, 2016 and the same is on record.

14. The Regional Director, Northern, Ministry of Corporate Affairs has

filed an Affidavit dated 21st September, 2016 stating that they do not have

any objection to the proposed reduction of share capital.

15. The petitioner company has also stated vide affidavit dated 17.09.2016

filed by Mr. Srijoy Das, Director and Authorized Signatory of the Petitioner

Company confirming that no objection has been received by the Petitioner

company or their Counsel pursuant to the notice of hearing being published

in the aforesaid newspapers.

16. In view of the foregoing, the Resolution dated 06th May, 2016 and the

Form of Minutes, proposed to be registered under Section 103(1)(b) of the

act for reduction of share capital of the petitioner Company, at Annexure 'N'

to the present petition, are hereby confirmed.

17. A copy of the order be filed with Registrar of Companies within six

weeks. Notice of registration of this order and the Minutes approved by the

Registrar of Companies be published by the petitioner Company in the

newspapers, namely, 'Business Standard' (English) and 'Jansatta' (Hindi) by

the Petitioner Company.

18. The formality of adding the words 'AND REDUCED' to the name of

the Company is dispensed with.

19. The petition is allowed in the above terms and is accordingly disposed

of.

20. A copy of this order be given dasti.

SIDDHARTH MRIDUL, J SEPTEMBER 26, 2016 mk