Allowed

Hindalco-Almex Aerospace Limited v. -

Bombay HC5 Sept 2014CSP/555/2014

Case brief

AI extract

What is this about?

The High Court sanctioned the request of Hindalco-Almex Aerospace Limited to reduce its paid-up equity share capital by Rs. 88,55,78,720/- to write off accumulated losses, finding that all statutory procedures were fulfilled and no creditors were adversely affected.

What did the court decide?

Petition made absolute; petitioner directed to file order copy with Registrar of Companies; publication of notice in two local newspapers directed.

Hindalco-Almex Aerospace Limited Vs - — Company and Corporate | Bombay HC (2014)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO.555 OF 2014

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In the matter of Companies Act, 1956 (1 of 1956)

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AND

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In the matter of sections 100 to 103 of the Companies Act, 1956;

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AND

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	In the	matter of Reduction of Share
	Capital Limited.	of Hindalco-Almex Aerospace
Hindalco-Almex Aerospace Limited,	)
a company incorporated under	)
the Companies Act, 1956 and having	)
its registered office at Century Bhavan,	)
3^rdFloor, Dr. Annie Besant Road,	)
Worli, Mumbai – 400 030	)	…Petitioner

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Called for Hearing

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Mr. Naushad Engineer alongwith Mr. Dhiraj Mhetre i/b M/s. Desai & Diwanji Advocates for the Petitioner

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Coram : S.J. Kathawalla J.

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Date: 5^th September, 2014

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P.C.:

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Heard the learned counsel for the Petitioner. No objector has come before the court to oppose the Scheme for Reduction of Share Capital and nor any party has contravened any averments made in the Petition.

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The sanction of the court has been sought for the reduction of share capital of Hindalco-Almex Aerospace Limited, the Petitioner Company, under sections 100 to 103 of the Companies Act, 1956, as approved in the Special Resolution passed by its equity shareholders at the Extraordinary General Meeting held on 17th April, 2014

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The learned counsel for the Petitioner submits that having adopted Table F of the Companies Act, 2013 as per Special Resolution dated 17^th April, 2014, passed by the Company which empowers the Petitioner Company to reduce its share capital and accordingly passed the Special Resolution dated 17^th April, 2014, with requisite majority (unanimously passed) which is annexed as Exhibit E-3 to the Petition, the proposed reduction of share capital and consequently, the paid-up equity share capital of the Company be reduced from Rs. 177,11,57,440/(Rupees One Hundred and Seventy Seven Crores Eleven Lakhs Fifty Seven Thousand Four Hundred and Forty Only) divided into 17,71,15,744 equity shares of Rs. 10/- each to Rs. 88,55,78,720/- (Rupees Eighty Eight Crores Fifty Five Lakhs Seventy Eight Thousand Seven Hundred and Forty Only) divided into 17,71,15,744 equity shares of Rs. 5/- each and that such reduction be effected by canceling the equity share capital of Rs. 88,55,78,720/- (Rupees Eighty Eight Crores Fifty Five Lakhs Seventy Eight Thousand Seven Hundred and Forty Only) which has been lost to the extent of Rs. 5/- per equity share in each and every equity share of the Company which has been issued and the accumulated losses of the Company aggregating to Rs. 88,55,78,720/- (Rupees Eighty Eight Crores Fifty Five Lakhs Seventy Eight Thousand Seven Hundred and Forty Only) be written off by canceling the paid-up equity share capital as mentioned hereinabove and in view of averment made in paragraph 16 of the Petition, there are no secured creditors and the proposed reduction is in no way adversely affecting the unsecured creditors as no compromise or arrangement is contemplated with the creditors. Moreover, there is no diminution of liability in respect of unpaid share capital and there is no payment to the shareholders of the Company, the procedure prescribed under Section 101 (2) of the Companies Act, 1956, was dispensed with in pursuance with the order dated 8^th August, 2014.

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The reason for reduction of share capital is stated in paragraph 9 of the Company Petition stating that the Company has proposed the financial restructuring exercise of reduction of share capital as due to the accumulated losses, the Company’s subscribed, issued and paid-up equity share capital has been eroded and wiped out to the extent of accumulated losses. This has impacted the Company’s financial position as reflected in its balance sheet and the same is acted as an impediment for the Company’s progress.

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Counsel appearing on behalf of the Petitioner further states that they have complied with all the statutory requirements as per the directions of this Court and they have filed necessary affidavit of compliance in the Court. Moreover, Petitioner Company also undertakes to comply with statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The said undertaking is accepted.

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Since, the requisite statutory procedure has been fulfilled; the Petition is made absolute in terms of prayer clause (a) and (b).

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Petitioner is directed to file a copy of this order alongwith a copy of the Form of Minutes with the concerned Registrar of Companies, electronically, along with INC-28 in addition to physical copy as per the relevant provisions of the Act.

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All concerned regulatory authorities to act on a copy of this order and the Form of Minutes as annexed at Exhibit-‘G’ to the Petitioner duly authenticated by the Company Registrar, High Court, Bombay.

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Filing and issuance of the drawn-up order is dispensed with.

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Petitioner to publish notice of registration of the order and minutes of reduction with the concerned Registrar of Companies, Maharashtra, Mumbai in two local newspapers i.e. viz., “Free Press Journal” in English language and translation thereof in “Navshakti” in Marathi Language, both having circulation in Mumbai.

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(S.J. Kathawalla, J)

Hindalco-Almex Aerospace Limited v. -

Case brief

What is this about?

What did the court decide?

Hindalco-Almex Aerospace Limited v. -

Case brief

What is this about?

What did the court decide?

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