RAMPURIA ICE FACTORY LTD Vs. STATE

JUDGEMENT

(1.) THIS is a petition of the Rampuria Ice Factory Ltd. Bikaner, under Section 101 of the Companies Act, 1956 for an order confirming the reduction in its share capital by paying a portion of the paid up share capital which is paid to be in excess of the wants of the Company within the meaning of Section 100(1)(c) of the Companies Act.

(2.) IT has been stated in the petition that the capital of the Company is Rs. 8, 50,000 divided into 55,000 ordinary shares of Rs. 10/ - each and 33,000 cumulative preference shares of 4 1/2 cent of Rs. 10/ - each. The subscribed capital of the Company is stated to be Rs. 3, 33,020/ -. The Company commenced its business on April 9, 1946 and is reported to be carrying it on at present. The financial position of the company is reported to have improved to such an extent that the directors felt that the Company will have a surplus fund of about Rs. 100, 000/ - which could conveniently be refunded to the share -holders without any loss to the Company as this amount is stated to be in excess of the needs of the Company. It has further been stated that Article 36 of the articles of association provides for such reduction in the capital of the Company by a special resolution. A special resolution to this effect is said to have been passed at an extra -ordinary general meeting of the Company on November 7, 1967 to the following effect - Resolved that subject to the confirmation of the Rajasthan High Court under Section 100 of the Companies Act, 1956 the subscribed and paid up capital of the company be reduced from Rs. 3, 33, 020/...to Rs. 2, 33, 114/ - by way of refunding of Rs, 3/ - per share to each share -holder on the 33, 302 ordinary shares of Rs 10/ - each fully called and paid up in cash being capital in excess of the wants of the company.

(3.) A detailed order was made on December 12, 1967 for an enquiry to ascertain the debts, claims and liabilities of or effecting the Company as on December 12, 1967 and to prepare a list of creditors in accordance with the procedure laid down by the law. But no objection, was filed by any one, except that Mr. S.K. Mal Lodha appeared on behalf of the Registrar of Companies on July 15, 1968 and prayed for leave to appeal and oppose the petition. He also filed the Registrar's reply in opposition. There was at one stage a dispute about the Registrar's right to oppose the petition, but that objection was waived by Mr. Purohit, learned Counsel for the petitioner, as would appear from this court's order dated December 13, 1968. On that date the learned Counsel were in agreement that there was substantial compliance with the provisions of Section 101(2) of the Companies Act and rules 43 -58 of the Companies (Court) Rules, 1952. It was held that all the creditors listed by the petitioner company were entitled to object. Thereupon Mr. Purohit filed an affidavit to the effect, that as a matter of fact, no creditor or any other person had filed any objection except of course for the stand taken by the Registrar of companies in his reply referred to above.