Tata Communications Data Centers Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 824 OF 2015 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 816 OF 2015 In the matter of Companies Act, 1956;

And In the matter of Sections 100 to 104 of the Companies Act, 1956 And In the matter of Reduction of Share Capital of Tata Communications Data Centers Private Limited Tata Communications Data Centers ) Private Limited, a company ) incorporated under the provisions of ) Companies Act, 1956, having its ) registered office at C-21 & C-36, 'G'

) Block, Bandra Kurla Complex, Mumbai ) ........Petitioner Company - 400098 Called for Hearing Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Petitioner CORAM: K.R. SHRIRAM, J DATE: 20TH NOVEMBER 2015 P.C.:

1.

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. 2.

The learned Counsel for the Petitioner submits that Petitioner having passed Special Resolution with requisite majority at its Annual General Meeting held on 29th September, 2015, consent of the shareholders was accorded for reduction of 40,000 (forty thousand) equity shares of Rs. 10 each bearing distinctive numbers 10,001 to 50,000 out of the existing issued and paid up share capital of Rs. 500,000/- (Rupees five lacs only) consisting of 50,000 (fifty thousand) equity shares of Rs. 10/- each, fully paid up and the Company in consideration thereof to pay an amount of Rs. 400,000/- (Rupees four lacs only) to the equity shareholders. Copy of the Special Resolution is annexed at Exhibit- E to the Petition.

3.

The learned Counsel for the Petitioner state that in paragraphs 12 & 13 of the Petition, it is stated that recently by virtue of Companies (Amendment) Act, 2015, the requirement for minimum paid up capital of Rs. 500,000 (Rupees Five lacs) for public companies was removed. Accordingly, after due deliberations Board approved the proposal to restore the equity share capital of the Petitioner Company to Rs. 100,000 (Rupees One lac) in accordance with Section 100 to 104 of the Companies Act, 1956 and including coming into force of Companies Act, 2013 and / or any modification(s) or re-enactment thereof and other applicable provisions, for time being in force. Clause IV 5(a) of the Articles of Association of the Company empowers the Company to

effect a capital reduction. The proposed financial restructuring would result in the shareholding pattern of the Petitioner Company remaining unchanged even after implementation of the Capital Reduction. It is further stated that the capital restructuring will not affect the Petitioner Company's ability to fund its future growth plans as it would continue to have a strong balance sheet with cash surplus. Under the routine circumstances, the Petitioner Company expects to maintain and reward its members consistent with its investor friendly policy. 4.

The Counsel for the Petitioner further submits that Clause IV 5(a) 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 104 of the Companies Act, 1956 or any statutory modifications thereof.

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) to (c).

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 G' 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 and also in the Maharashtra Government Gazette about registration of Order and minutes of reduction by the concerned Registrar of Companies, Maharashtra. (K.R. SHRIRAM, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

Uploaded by: Shankar Gawde, Stenographer