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COMP/73/2010 4/ 7 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
PETITION No. 73 of 2010
=========================================================
VIBGYOR
SCIENTIFIC RESEARCH PRIVATE LIMITED - Petitioner(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MRS
SANGEETA N PAHWA for
Petitioner(s) : 1,
None for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date
: 12/08/2010
ORAL
ORDER
Leave to amend para-5 of
the petition.
The present petition is
for sanctioning the proposal for reduction of the company’s paid up
share capital from Rs.53,20,000/- divided into 5,32,000 equity
shares of Rs.10 each to Rs.5,32,000/- divided into 53,200 equity
shares to Rs.10/- each fully paid up.
The petitioner earlier
filed Company Application No.156/2010 seeking an appropriate order
for dispensing with the procedure laid down under Section 101(2) of
the Act as regards the creditors. This Court vide order dated
29.06.2010 allowed the application and ordered that the petitioner
company is not required to follow the procedure u/s. 101 (2) of the
Act as the petitioner company does not have any secured or unsecured
creditor. By an order of the same date, the present petition came to
be admitted and the petitioner was directed to publish the
advertisements in two news papers i.e. Indian Express (English
Daily) and Divyabhaskar (Gujarat Daily), both Ahmedabad
Editions. Publication in the Government Gazette was ordered to be
dispensed with.
Pursuant to the order
dtd.29.06.2010 in the present petition the petitioner has filed an
affidavit through its authorized officer stating that the petitioner
has published the advertisements in the local daily Indian Express
(English Daily) and Divya Bhaskar (Gujarati Daily), both Ahmedabad
Editions on 06.07.2010. Copies of the newspaper cuttings are also
produced on record along with the affidavit.
Heard, Mr. N. K. Pahwa,
ld. Counsel for the petitioner. The Court has also perused the
earlier order dtd.29.06.2010 made in Company Application No.156/2010
as also the order of the same date made in the present petition.
Considering the fact that the articles of the company permit
reduction of capital and that the petitioner has followed the
procedure as required under Sec. 100 of the Act including passing of
special resolution in the Extraordinary General Meeting of the
members of the petitioner company dated 06.05.2010, the reduction of
capital as proposed by the petitioner is sanctioned.
The petitioner had
earlier subscribed and paid-up share capital of Rs.1,33,00,000/-
dividing into 13,30,000 equity shares of Rs.10/- each. The
petitioner approached this Court by Company Petition No.124 of 2009
praying for reduction in share capital and this Court vide its order
dated 26.6.2009 granted reduction of share capital and accordingly
paid-up capital of petitioner Company was reduced to 53,20,000
dividing into 5,32,000 equity shares of Rs.10/- each. Mr.Pahwa
further submitted that the Company is in excess of fund than its
need and the same is represented by the investment of the Company.
He has further submitted that there is no plan to initiate any other
activity or expand its present activities in near future for which
it may need the fund. He has, therefore, submitted that looking to
the excess fund as compared to the wants of the Company, the
petitioner Company has proposed to reduce its share capital and
reorganized the same by consolidating the paid-up capital of the
Company from Rs.53,20,000/- divided into 5,32,000 equity shares of
Rs.10/- each to Rs.5,32,000 divided into 5,32,000 equity shares of
Rs.1/- each by refunding the amounts of Rs.47,88,000/- already paid
up on those shares on pro-rata basis to the existing shareholders of
the petitioner Company. He has further submitted that the Company
has already consolidated the issued and fully paid-up equity share
capital of Rs.5,32,000/- comprising of 5,32,000 equity shares of
Rs.1/- each into 53,200 equity shares of Rs.10/- each. Mr.Pahwa
further submitted that the petitioner Company will make arrangement
of the funds for payment to the equity shareholders from the
investment made in the State Bank of India Mutual Fund, which is
sufficient to meet with the amount of refund.
Having considered the
submissions made by Mr.Pahwa and the averments made in the Company
application as well as earlier order passed by this Court, the Court
is of the view that the articles of the Company permit reduction
of capital and that the petitioner has followed the procedure as
required under Section-100 of the Act including passing of the
special resolution in the extraordinary general meeting of the
members of the petitioner Company dated 6.5.2010 and hence reduction
of capital as proposed by the petitioner is hereby sanctioned.
The minutes as mentioned
in para 13 is confirmed and be recorded as per the provisions of the
Companies Act. The publication of the order for reduction of the
capital and the registration thereof be published in Indian Express,
English daily and Divya Bhaskar, Gujarati daily, both Ahmedabad
Editions within two weeks after the registration of the same with
the office of the Registrar of Companies. No further publication in
the Government gazette shall be required.
Petition is allowed to
the aforesaid extent.
(K. A. PUJ, J.)
kks
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