HABASIT IAKOKA PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) This petition is filed under Sections 100 to 104 of the Companies Act, 1956 read with Rules 11(a)(3) and 46 of the Companies (Court) Rules, 1959, for confirming the reduction of equity share capital as approved by the equity shareholders of the petitioner company and to approve the form of minute to the effect that,

(2.) The petitioner company was incorporated on 15th October 1992 and is presently engaged in the business of manufacture, fabricate, assemble, design, develop, improve, produce, import, export and distribute as wholesale and retail dealers, merchants, commission agents, brokers of all type of Transmission Systems and Transmission belts made of Synthetic fabrics Polyamide strips, Leather Chromed or natural, Synthetic and/or natural Rubber and Chemicals and Solvents and of all types and modes of Transmission Systems. The nature of business carried on and the object of the petitioner company is detailed in the Memorandum of Association. Certified copy of the Certificate of incorporation and the Memorandum and Articles of Association is marked as Annexure-1. The authorised share capital of the petitioner Company is Rs.1,00,00,000/- (Rupees One crore only) divided into 10,00,000 (Ten lakhs only) equity shares of Rs.10/-(Rupees Ten only) each. The issued, subscribed and paid-up capital of the petitioner company is Rs.90,00,000/- (Rupees Ninety Lakhs only) divided into 9,00,000 (Nine lakhs only) equity shares of Rs.10/- each. The petitioner company has no preference share capital or any other unclassified share capital. Certified copy of the Financial Statements for the financial year ended 31st December 2013, is marked as Annexure-2. Certified copy of the unaudited Financial Statements for the financial year ended 31st December 2014 is marked as Annexure - 3.

(3.) On 17.02.2015, the Board of Directors of the petitioner company convened the Meeting and resolved to reduce the share capital. The certified copy of the Board resolution dated 17.02.2015 is marked as Annexure - 4. Accordingly Extra-ordinary General Meeting was held on 17.02.2015, wherein shareholders of the petitioner company unanimously passed the special resolution approving the reduction of share capital. The special resolution passed on 17.02.2015 marked as Annexure - 5 reads as follows:-