Blue Pearl Texspin Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.222 OF 2016 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 299 OF 2016 In the matter of the Companies Act, 1956 and other relevant provision of Companies Act, 2013;
AND In the matter of Sections 100 to 105 of the Companies Act, 1956 and other relevant provision of Companies Act, 2013;
AND In the matter of the reduction of share capital of BLUE PEARL TEXSPIN LIMITED BLUE PEARL TEXSPIN LIMITED, a company incorporated under the Companies Act, having its registered office at Office No. 32, Vyapar Bhavan, 49, P.D. Mello Road, Mumbai - 400 009, Maharashtra ) ) ) ) ) .......Petitioner Company Called for Hearing Mr. Chandrakant Mhadeshwar, Advocates for the Petitioner Company. Coram : B. P. Colabawalla, J.
Date: 01st July, 2016 PC:
1.
Heard learned counsel for the Petitioner. No objector has come before the court to oppose the proposed reduction of share capital of the Petitioner Company and nor any party has controverted any averments made in the Petition.
2.
The sanction of the Court has been sought for confirmation of the reduction of share capital of BLUE PEARL TEXSPIN LIMITED, the Petitioner Company, under sections 100 to 105 of the Companies Act, 1956, as approved in the special resolution passed by its equity shareholders at the extra ordinary general meeting held on 12th January, 2016.
3.
The learned counsel for the Petitioner Company states that the reasons for the proposed reduction of share capital have been stated in paragraph 12 of the Company Scheme Petition.
4.
Learned Counsel for the Petitioner submits that the article 10 of the Articles of Association of the Applicant Company empowers the Applicant Company to reduce its share capital and Applicant Company having passed special resolution in its Extra Ordinary General Meeting of its equity shareholders held on 12th January, 2016 being Exhibit 'F' to the Company Summons for Direction, inter alia approved the reduction of equity share capital of the Company from 51,20,000 Equity Shares of Rs. 10/‐ Each aggregating to Rs. 5,12,00,000/‐(Rupees Five Crores Twelve Lacs) to Rs. 25,60,000/‐ (consisting of 2,56,000 issued, subscribed and paid‐up equity shares of Rs. 10/‐ each fully paid up) and cancelled equity share capital amounting to Rs. 4,86,40,000/‐ (Rupees Four Crores Eighty Six Lacs Forty Thousand Only) shall be utilized to write off the debit balance in the profit and Loss Account of the Company AND in view of the averment made in paragraphs 24 and Consent given by both the Unsecured Creditors of the Applicant
Company, which are annexed as Exhibits "H-1" and "H-2" to the Affidavit in Support of the Company Summons for Direction, the procedure prescribed under Section 101(2) of the Companies Act, 1956 has been dispensed with vide order dated 22nd April, 2016 passed in the Company Summons for Direction No. 299 of 2016. 5.
The learned counsel appearing on behalf of the Petitioner Company states that the Petitioner Company has complied with all the statutory requirements as per the directions of this Court and they have filed the 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/or Companies Act, 2013 and the rules made thereunder, as may be applicable.
6.
Since the requisite statutory procedure has been fulfilled, the Company Scheme Petition is made absolute in terms of prayer clauses (a) and (b).
7.
The Petitioner Company is directed to file/lodge a copy of this order along with copy of the form of minutes with the concerned Registrar of Companies, electronically, along with E-Form INC-28, in addition to the physical copy, as per the relevant provisions of the Companies Act 1956 / 2013, whichever is applicable. 8.
The Petitioner Company to publish a notice of registration of order and form of minutes of reduction of capital by concerned Registrar of Companies once each in the same newspapers, viz, "Free
Press Journal", in the English Language and a translation thereof in "Navshakti", in the Marathi language both having circulation in Mumbai, within 14 days of registration.
9.
Filing and issue of drawn up order is dispensed with. 10.
All concerned regulatory authorities to act on authenticated copy of order and the form of minute annexed as 'Exhibit H' to the Company Scheme Petition, duly authenticated by the Company Registrar, High Court, Bombay.
(B. P. Colabawalla, J.) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.
Uploaded by : Shankar Gawde, Stenographer.