Dawn Healthcare India Pvt. Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 378 OF 2016 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO 434 OF 2016 In the matter of the Companies Act, 1956 (1 of 1956) (or re-enactment thereof upon effectiveness of Companies Act, 2013);
AND In the matter of Sections 100 to 104 of the Companies Act, 1956;
AND In the matter of Reduction of Equity Share Capital of Dawn Healthcare India Private Limited DAWN HEALTHCARE INDIA PRIVATE a company incorporated under the Companies Act, 1956 having its registered office at office No.1 , First Floor, Fine Mansion, 203, D.N. Road, Fort, Mumbai-400001 ) ) ) ) ) ) ) )......Petitioner Company Called For Hearing Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocates for the Petitioner. CORAM: B.P. Colabawalla, J DATE: 1st July 2016 1.
Heard counsel for the Petitioner. No objector has come before the court to oppose the Reduction and nor any party has controverted any averments made in the Petition.
2.
The sanction of the Court has been sought for the Reduction of Equity Share Capital of the Petitioner Company, under section 52 of the Companies Act, 2013 and Section 100 to Section 103 of the Companies Act, 1956, as approved
in the Special Resolution passed by its members at the Extra Ordinary General Meeting held on 12th day of February, 2016. 3.
The Counsel for the Petitioner submits that Table A adopted by the Petitioner Company in the Article of Association empowers the Petitioner Company to reduce its share capital in any manner by passing Special Resolution for the time being authorised by law and the Petitioner Company having passed Special Resolution with requisite majority at its Extraordinary General Meeting held on 12th day of February, 2016, to reduce upto a maximum of 16,26,580 (Sixteen Lakhs Twenty Six Thousand Five Hundred and Eighty) Equity Shares of Rs. 1 each out of the existing paid up equity share capital of the Company of Rs.17,26,580 (Rupees Seventeen Lakhs Twenty Six Thousand Five Hundred and Eighty)divided into 16,26,580 (Sixteen Lakhs Twenty Six Thousand Five Hundred and Eighty) Equity Shares of Rs. 1 each and 10,000 (Ten Thousand) Equity Shares of Rs.
10 each fully paid up, and that such reduction is effected by returning capital to the aforesaid Equity shareholders upto an aggregate amount not exceeding Rs. 15,75,00,000 (Rupees Fifteen Crores Seventy Five Lakhs) and the shareholders who are entitled to such distribution shall be those whose names appear in the register of members of the Company on the date on which the said reduction is made effective. The Special Resolution passed by members of the Petitioner Company is annexed as Exhibit - F.
4.
Counsel appearing on behalf of the Petitioner 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 undertakes to comply with statutory requirements, if any, as required under the Companies Act, 1956 / 2013 and the Rules made thereunder. The Undertaking is accepted. 5.
None of the parties concerned have come forward to oppose the proposed reduction of share capital. Since the requisite statutory procedure has been fulfilled, the Petition is made absolute in terms of prayer clauses (a) & (b) . 6.
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 as per the relevant provisions of the Act.
7.
All concerned regulatory authorities to act on a copy of this order and the Form of Minutes annexed as Exhibit- 'I' to the Petition, duly authenticated by the Company Registrar, High Court, Bombay.
8.
The Petitioner to publish notices of registration of the Order and form of minutes of reduction of capital with the concerned Registrar of Companies, one each in the two local newspapers viz. "Free Press Journal", in English language and translation thereof in "Navshakti", in Marathi language, both having circulation in Mumbai.
(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