IN RE: WIPRO ENTERPRISES LIMITED Vs. STATE

JUDGEMENT

(1.) THE petitioner -company is before this court seeking that the petition be allowed and they be permitted to reduce the capital and the Securities Premium Account as resolved by the Extraordinary General Meeting held on 13.01.2015 and in terms of the modified resolution passed by the Board of Directors through resolution dated 24.02.2015.

(2.) THIS court at the first instance had considered the Company application No. 70/2015 and the settling of the list of creditors was dispensed by the order dated 23.01.2015 as the reduction of share capital would not have affected the interest of the creditors. Simultaneously this court had directed that the petition be published in 'Hindu' -English Daily and 'Udayavani' - Kannada Daily newspapers. The publication has accordingly been made. Pursuant thereto, the objectors have approached this court objecting for reduction of the share capital insofar as returning the share amount of the objectors, who are 3 in numbers. During the pendency of consideration of their objections by this court, the petitioner company has taken note of the objections and addressed their grievances and in addition, the case of 186 other objectors were also considered and the company has agreed to retain the share money of the said 189 public shareholders including the objectors herein. It is in that view, a modified resolution was passed by the Board of Directors and in order to incorporate the same, an application in C.A. No. 159/2015 was filed before this Court. This court on considering the said application has allowed the same by order dated 05.03.2015. Pursuant to the same, amended petition has been filed by the petitioner. Since the petitioner company has addressed the grievances of the objectors herein, the learned counsel appearing for the objectors would submit that at this juncture they have no objection for this court to consider the petition and accord sanction for reduction in the share capital as has been presently sought in the modified resolution.

(3.) PRESENTLY , in view of the decision to reduce the share holdings such of those public minority share holders who have not objected to receiving their share money would be paid and such of public minority shareholders who have opted to retain their holdings shall be continued as shareholders of the petitioner company. Hence, the object of the reduction of share holding is achieved by the decision taken by the petitioner company. In such situation, having taken note of the averments made in the amended petition and considering the fact that the Extraordinary General Meeting at the first instance approved the decision through their resolution and it also authorized by the Board of Directors to make any amends or modifications to the same and on taking note of the objections of the minority share holders who wanted to retain their shares in the petitioner company, the Board of Directors have resolved as hereunder: - -