2006 (1) TMI 250 - HC - Companies Law

Confirmation of 10% Equity Share Capital Reduction Under Companies Act

Pasupati Acrylon Ltd., In re

Pasupati Acrylon Ltd., In re - [2006] 72 SCL 408 (ALL.) , [2008] 88 SCL 93 (ALL.) Issues:1. Confirmation of proposed reduction of equity share capital under section 101 of the Companies Act, 1956.2. Approval of reduction of capital by shareholders through special resolution.3. Clarification on approval of debt restructuring scheme by creditors and increase in promoter's stake as a condition precedent.4. Publication and confirmation of reduction of issued and paid-up equity share capital.Analysis:1. The petitioner company sought confirmation of the proposed reduction of equity share capital by 10% under section 101 of the Companies Act, 1956. The board of directors had resolved to reduce the paid-up equity capital, maintaining the face value of shares at Rs. 10 each but reducing the total number of shares. This reduction was necessitated due to cash losses and the need to service debts, as part of a restructuring approved by financial institutions and banks.2. The proposed reduction of capital was duly approved by the shareholders through a special resolution passed at the annual general meeting. The court, after reviewing the petition and supporting documents, found that no objections were raised to the reduction. Consequently, the court confirmed the reduction of issued and paid-up equity share capital as approved by the shareholders.3. The court had earlier directed the petitioner to clarify the approval of the debt restructuring scheme by creditors and the rationale behind the increase in promoter's stake as a condition precedent. The petitioner provided detailed explanations, including approval letters from secured creditors and compliance with relevant regulations regarding the increase in promoter's stake. The court found these explanations satisfactory and proceeded with the confirmation of the reduction.4. Following the court's confirmation of the reduction, the petitioner was instructed to file a certified copy of the order with the Registrar of Companies within the prescribed period. Additionally, the petitioner was directed to publish a notice of the reduction in capital in specified newspapers, indicating that it was in line with the debt restructuring approved by joint lenders. This comprehensive process ensured legal compliance and transparency in the reduction of equity share capital.In conclusion, the judgment by the High Court of Allahabad confirmed the reduction of the petitioner company's equity share capital after due consideration of legal requirements, shareholder approval, creditor clarifications, and publication obligations.