Share capital reduction approved, ensuring compliance and separating shareholders.

The court approved the reduction of share capital as requested by the petitioner company, allowing separation of Promoter Group shareholder from Non-Promoter Shareholders. The decision emphasized compliance with legal provisions, unanimous approval by the Board of Directors and equity shareholders, absence of objections, and adherence to regulatory requirements. The court directed necessary actions for registration and publication, ensuring due process was followed.

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Issues:
Petition under Sections 100 to 105 of Companies Act, 1956 and other applicable provisions of Companies Act, 2013 for confirming reduction of share capital.

Analysis:
1. The petitioner company, originally vCustomer Services India Private Limited, changed its name to RAMPgreen Solutions Private Limited in 2012. The company sought approval for the reduction of its issued, subscribed, and paid-up share capital.

2. The company's authorized share capital was Rs. 3,25,00,000 divided into 32,50,000 equity shares of Rs. 10 each, with the issued, subscribed, and paid-up share capital amounting to Rs. 2,02,07,990 divided into 20,20,799 equity shares of Rs. 10 each.

3. The petitioner company proposed a selective reduction of share capital to separate the Promoter Group shareholder from Non-Promoter Shareholders, recommending a payment of Rs. 675 per equity share to the Non-Promoter Shareholders to provide a fair exit.

4. The Board of Directors unanimously approved the reduction, and a special resolution by the equity shareholders confirmed the reduction. No objections were received from any creditor or the public.

5. The petitioner claimed compliance with all legal requirements and that the reduction did not violate any provisions of the Companies Act, 1956 or 2013. The Regional Director raised no objections to the proposed reduction.

6. The Court allowed the petition, approving the resolution for the reduction of share capital. A certified copy of the order was directed to be delivered to the Registrar of Companies for necessary alterations and registration. Publication of the order in newspapers was also mandated within specific timelines.

Conclusion:
The court approved the reduction of share capital, ensuring compliance with legal provisions and due process, as requested by the petitioner company to separate the Promoter Group shareholder from Non-Promoter Shareholders. The judgment highlighted the unanimous approval by the Board of Directors and equity shareholders, absence of objections, and compliance with regulatory requirements, ultimately allowing the petition and directing necessary actions for registration and publication.

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