Times Global Broadcasting Company Ltd. v. -
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 445 OF 2016 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 550 OF 2016 In the matter of Companies Act, 1956;
And In the matter of Sections 100 to 105 of the Companies Act, 1956 And In the matter of Reduction of Share Capital of Times Global Broadcasting Company Limited Times Global Broadcasting Company ) Limited, a company incorporated ) under the provisions of Companies ) Act, 1956, having its registered office ) at Trade House, 1st Floor, Kamala Mills Compound, Senapati Bapat Marg, ) Lower Parel, Mumbai Maharashtra-400 ) ... Petitioner Company 013 India Mr. Hemant Sethi, i/b. Hemant Sethi & Co., Advocates for the Petitioner. CORAM: B. P. Colabawalla, J DATE: 22nd July, 2016 1.
Heard the learned counsel for the Petitioner. No objector has come before the court to oppose the Reduction of Share Capital and nor any party has contravened any averments made in the Petition.
2.
The Counsel for the Petitioner submits that by Order dated 1st July, 2016 passed in Company Summons for Direction No 550 of 2016, the procedure prescribed under Section 101(2) of the Companies Act, 1956 was dispensed with.
3.
The Counsel for the Petitioner Company submits that Clause 4(B) of the Articles of Association of the Petitioner Company empowers it to reduce its share capital in any manner which is permissible under the Act by passing a Special Resolution in any manner provided for in Section 100 to 105 of the Companies Act, 1956 or any statutory modifications thereof. 4.
The Counsel for the Petitioner Company states that the shareholders of the Petitioner Company have at its Extra Ordinary General Meeting held on 3rd June, 2016 consented for the reduction of the issued, subscribed and paid up share capital of the Petitioner Company from Rs. 2,85,00,00,000 (Rupees Two Hundred and Eighty Five Crores only) comprising of 8,57,89,606 (Eight Crores Fifty Seven Lakhs Eighty Nine Thousand Six Hundred and Six) Equity shares of Rs.10 (Rupees Ten) each fully paid up and 19,92,10,394 (Nineteen Crore Ninety Two Lakhs Ten Thousand Three Hundred and Ninety Four) 8.5% Non-Convertible Cumulative Redeemable Preference Shares of Rs.10 (Rupees Ten) each fully paid up shall be reduced to Rs.
41,83,39,250 (Rupees Forty One Crore Eighty Three Lakhs Thirty Nine Thousand Two Hundred and Fifty only) comprising of 4,18,33,925 (Four Crores Eighteen Lakhs Thirty Three Thousand Nine Hundred and Twenty Five) Equity shares of Rs. 10 (Rupees Ten) each fully paid up, by cancelling 4,39,55,681 (Four Crore Thirty Nine Lakhs Fifty Five Thousand Six Hundred and Eighty One) Equity shares of Rs.10/- each aggregating to Rs.
Crores Ninety Five Lakhs Fifty Six Thousand Eight Hundred and Ten Only) bearing distinctive numbers 4,18,33,926 to 8,57,89,606 and by cancelling the entire 19,92,10,394 (Nineteen Crore Ninety Two Lakh Ten Thousand Three Hundred and Ninety Four) 8.5% Non-Convertible cumulative redeemable preference shares of Rs. 10/- each aggregating to Rs. 199,21,03,940/- (Rupees One Hundred Ninety Nine Crores Twenty One Lakhs Three thousand Nine Hundred and Forty Only) bearing distinctive number 1 to 19,92,10,394, by adjusting against the debit balance of Profit & Loss Account aggregating to Rs. 2,37,08,69,231.25 and by paying an aggregate cash consideration of Rs.6,07,91,518.
75 to equity and preference shareholders and pursuant to extinguishing the paid up Equity and Preference Share Capital and payment of the cash consideration as aforementioned, the Securities Premium Account of the Petitioner Company shall stand reduced to the extent of debit balance remaining post the abovementioned reduction in Preference and Equity Share Capital in the Profit & Loss Account as on the date of obtaining the certificate from Registrar of Companies for the Proposed Reduction pursuant to section 103(4) of the Companies Act, 1956. Copy of the Special Resolution is annexed at Exhibit- E to the Petition.
5.
Counsel appearing on behalf of the Petitioner Company states that the Petitioner has 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.
6.
No objector has come forward to oppose the proposed reduction. Since the requisite statutory procedure has been fulfilled, the Company Scheme Petition is made absolute in terms of prayer clauses (a) and (b). 7.
Filing and issue of drawn up order is dispensed with. 8.
All concerned parties to act on ordinary copy of order and the form of minutes annexed as Exhibit - "H" to the Petition, duly authenticated by the Company Registrar, High Court, Bombay.
9.
Petitioner to publish notices in the same newspapers i.e., „Free Press Journal‟ in English language and „Navshakti‟ in Marathi language, both having circulation in Mumbai about registration of Order and minutes of reduction by the concerned Registrar of Companies, Maharashtra. Publication in Maharashtra Government Gazette is dispensed with. (B. P. Colabawalla, J.) CERTIFICATE I certify that this Order uploaded is a true and correct copy of the original signed order. Uploaded By: Shankar Gawde, Stenographer