Bombay High Court
Dhfl Pramerica Asset Managers Pvt Ltd vs -- on 25 November, 2016
Author: S. C. Gupte
Bench: S. C. Gupte
. IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 862 OF 2016 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 921 OF 2016 In the matter of Companies Act, 1956 (1 of 1956) and Companies Act, 2013;
AND In the matter of Sections 100 to 104 of the Companies Act, 1956 and all other applicable provisions, if any, of the Companies Act, 1956 and / or Companies Act, 2013;
AND In the matter of Reduction of Equity Share Capital DHFL Pramerica Asset Managers Private Limited.
DHFL PRAMERICA ASSET ) MANAGERS PRIVATE LIMITED, a ) company incorporated under the ) Companies Act, 1956 and having its ) Registered Office at 2nd Floor, Nirlon ) House, Dr. Annie Besant Road, Worli, ) Mumbai - 400030 ) ... Petitioner Company Page 1 of 4 ::: Uploaded on - 23/12/2016 ::: Downloaded on - 15/09/2021 15:19:27 ::: Called for Admission Mrs. Alpana Ghone along with Mr. Rajesh Shah i/b Rajesh Shah & Co, Advocates for the Petitioner Company.
CORAM: S. C. Gupte, J
DATE: 25th November, 2016
MINUTES OF ORDER
1) Petition Admitted.
2) Petition is fixed for hearing on 16th day of December, 2016.
3) Learned Counsel for the Petitioner submits that Article 10 of the Articles
of Association of the Petitioner Company empowers the Petitioner Company to reduce its Equity Share Capital from time to time by passing a Special Resolution in any manner for the time being authorised by law AND the Petitioner Company having passed Special Resolution with requisite majority at the Extra-Ordinary General Meeting of the Members held on 12th day of September, 2016 being Exhibit-D2 to the Company Scheme Petition, approving the reduction of the issued, subscribed and paid up equity share capital of the company from Rs. 912,27,27,200 (Rupees Nine Hundred and Twelve Crores Twenty Seven Lacs Twenty Seven Thousand Two Hundred) divided into 91,22,72,720 (Ninety One Crores Twenty Two Lacs Seventy Two Thousands and Seven Hundred Twenty) equity shares of Rs. 10/- (Rupees Ten) each, fully paid up, to Rs. 108,49,38,360 (Rupees One Hundred and Eight Crores Forty Nine Lacs Thirty Eight Thousand Three Hundred and Sixty) divided into Page 2 of 4 ::: Uploaded on - 23/12/2016 ::: Downloaded on - 15/09/2021 15:19:27 ::: 91,22,72,720 (Ninety One Crores Twenty Two Lacs Seventy Two Thousands Seven Hundred and Twenty) equity shares of Rs. ~ 1.1893 /- each, fully paid up for adjusting entire balance of Investment Management Rights recorded as Intangible Asset and balance amount towards write off of accumulated losses lying in debit of profit and loss account and simultaneous consolidation of the aforesaid 91,22,72,720 (Ninety One Crores Twenty Two Lacs Seventy Two Thousand Seven Hundred and Twenty) equity shares of ~Rs. 1.1893 each into 10,84,93,836 (Ten Crores Eighty Four Lacs Ninety Three Thousand Eight Hundred and Thirty Six) equity shares of Rs. 10 AND in view of the averment made in Paragraph 15 of the Affidavit in support of Company Summons for Direction stating therein that there are Unsecured Creditors in the Petitioner Company and the proposed Reduction neither involves any financial outlay/outgo on the part of the Petitioner Company nor does it directly or indirectly involve any outflow of the Petitioner Company's assets to its Members and is only in the nature of a book entry and consequently, such Reduction will not prejudice the unsecured creditors of the Petitioner Company and it is specified that the Reduction of Equity Share Capital does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid- up capital and that the proposed Reduction would not in any way adversely affect the operations of the Petitioner Company or the ability of the Petitioner Company to honour its commitments or to pay its debts in Page 3 of 4 ::: Uploaded on - 23/12/2016 ::: Downloaded on - 15/09/2021 15:19:27 ::: the ordinary course of business and further, no compromise or arrangement is contemplated to be made with the creditors under the proposed Reduction, the procedure prescribed under Section 101(2) of the Companies Act, 1956 was dispensed with vide order dated 25th November, 2016 passed in Company Summons for Direction No. 921 of 2016.
4) At least 14 days before the date fixed for hearing, notice of hearing of the Company Scheme Petition be published each in the newspapers namely., "Free Press Journal", in English language and translation thereof in 'Navshakti', in Marathi Language, both having circulation in Mumbai.
5) Publication of notice of hearing of the Company Scheme Petition in Maharashtra Government Gazette is dispensed with.
6) The Petitioner to file in the Registry, an Affidavit of Service as per Rule 30 of the Companies (Court) Rules, 1959.
(S. C. Gupte, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.
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