Single-paragraph order allowing an applicant company's direction to reduce its share capital by paying off and returning the entire paid-up equity share capital in excess of company wants without seeking creditor consent.
Dispensation with Section 101(2) procedure for share capital reduction via paying off and returning entire paid-up equity shares.
This page shows the compact analysis of this judgement. The full analysis — procedural history, issue-by-issue holdings with ratio and obiter, advocates, and paragraph-level evidence for every claim — is being added to the record in batches and will appear here when this judgement has been through it.
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IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY SUMMONS FOR DIRECTION NO. 478 OF 2014
IN THE MATTER OF the Companies Act, 1956;
AND
IN THE MATTER of Sections 100 to 105
of the Companies Act, 1956;
AND
IN THE MATTER OF THE REDUCTION
OF SHARE CAPITAL OF ANGELICA
PROPERTIES PRIVATE LIMITED
ANGELICA PROPERTIES PRIVATE LIMITED ) PRIVATE LIMITED, a Company incorporated ) Under the Companies Act, 1956 (No.1 of ) 1956) and having its Registered Office at ) 301Phoenix, Bund Garden Road, Opposite ) Residency Club, Pune – 411001. ) .... Applicant Company
Called summons for direction
Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b. Rajesh Shah & Co., Advocate for Applicant
Coram: S.J.Kathawalla, J
Date: 1st July, 2014
MINUTES OF THE ORDER
UPON THE APPLICATION of the Applicant Company abovenamed by a Summons for Direction dated 11th June, 2014 AND UPON HEARING Mr. Rajesh Shah of M/s. Rajesh Shah & Co., Advocates for the Applicant Company AND UPON READING the Affidavit of Ms. Swati Shirsat,
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Authorised Representative, dated 11th June, 2014 of the Applicant Company, in support of the Summons for Direction and Artical 7 of Article of Association of the Applicant Company authorize to reduce its share capital by Special Resolution and Applicant Company having passed a Special Resolution in its Extra Ordinary General Meeting of its Equity Shareholders held on 13th May, 2014 proposing to reduce issued and paid up Equity Share Capital being Rs. 21, 07,42,850 which is in excess of the wants of the Company to 2,32,31,549 /- by reducing the paid-up share capital consisting of 1,87,51,130 equity shares of Rs.l0/- each of the Company by paying off / returning the entire paid up share capital held by the holders of equity shares the paid up value thereon to the extent of Rs 10 per share at a premium of Rs 3.96 per share and thereby extinguishing all such shares and that Premium amount payable thereof be appropriated against the Securities Premium of the Company AND in view of the averments made in paragraphs 15 and 16 that the Secured and Unsecured Creditors of the company is not in any manner affected by the said reduction as there is no secured creditor of the Applicant Company and the consent given by the all the three unsecured creditors of the Applicant Company to the proposed reduction. In view thereof the provisions of and the procedure prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with.
(S.J.Kathawalla. J)
1 issue framed by the court
Whether the applicant company is exempt from requiring creditor consent under Section 101(2) of the Companies Act, 1956 given the nature of its reduction of share capital.
2 provisions across 1 enactments
Angelica Properties Private Limited
S.J. Kathawalla
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
