IN RE, INDIA STEAMSHIP LTD. Vs. ABC

JUDGEMENT

(1.) Instant company petition has been filed u/S.100 to 105 of the Companies Act, 1956 read with Rules 46 & 47 of the Companies (Court) Rules, 1959 seeking confirmation of reduction of share capital of petitioner-Company.

(2.) As alleged in the petition, the petitioner-Company was incorporated under the name of India Steamship Limited vide certificate of incorporation on 01.04.2011 having its registered office at Gadepan, District Kota. The objects of petitioner-Company as provided in Memorandum of Association was incorporated in para-4 of the petition and Memorandum & Articles of Association has been annexed with the petition as Ann.-A.

(3.) As alleged, the petitioner company's authorised share capital is Rs.55,00,00,000.00 comprising of 4,50,00,000 equity shares of Rs.10.00 each and 1,00,00,000 non-cumulative redeemable preference shares of Rs.10/- each. The details of the authorized, issued, subscribed and paid up share capital of the petitioner-Company as on 31.01.2013 has been incorporated in para-6 of the petition and true copy of the audited accounts of the petitioner-Company as on 31.03.2012 has been annexed as Ann.-B. The share capital of the petitioner-Company was increased in July, 2011 to enable the hiving off and transfer of the shipping business of Chambal Fertilizers & Chemicals Limited to the petitioner-Company pursuant to the scheme of de-merger u/S.391-394 of the Companies Act, 1956 but implementation of the scheme of de-merger was subsequently withdrawn by the petitioner-Company & Chambal Fertilizers & Chemicals Limited on 18.10.2011 and in the light of the withdrawal of scheme of de-merger, as the petitioner-Company has no operations, it is in possession of excess capital and, therefore, the petitioner-Company evaluated various options and determination for reduction in share capital was necessitated and the proposal for reduction in the share capital of petitioner-Company was approved by the Board of Directors of petitioner-Company in its meeting held on 06.11.2012. The board resolution has been annexed as Ann.-C.