2015 (3) TMI 1429

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....0 equity shares of Rs.15/- each aggregating to Rs.1,22,32,50,000/-; 1,22,67,00,000 preference shares of Rs.10/- each aggregating Rs.12,26,70,00,000/-; and 12,50,00,000 preference shares of Rs.1/- each aggregating to Rs.12,50,00,000/-. The issued and subscribed share capital of the company was Rs.13,52,73,50,000/- divided into 8,15,50,000 equity shares of Rs.15/- each aggregating to Rs.1,22,32,50,000/-; 3,72,00,000 1% compulsorily convertible preference shares of Rs.10/- each aggregating Rs.37,20,00,000/-; 2,00,00,000 11% non-convertible cumulative redeemable preference shares of Rs.10/- each aggregating Rs.20,00,00,000/-; 90,00,000 12% non-convertible cumulative redeemable preference shares of Rs.10/- each aggregating Rs.9,00,00,000/-; 52,50,00,000 0.001% non-convertible cumulative redeemable preference shares of Rs.10/- each aggregating Rs.5,25,00,00,000/-; 3,71,00,000 0.01% non-convertible non-cumulative redeemable preference shares of Rs.1/- each aggregating Rs.3,71,00,000/-; 1,55,00,000 0% non-convertible cumulative redeemable preference shares of Rs.10/- each aggregating Rs.15,50,00,000/-; and 62,00,00,000 0.002% cumulative non-convertible redeemable preference shares of Rs.10....

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.... the Group, the petitioner company had to infuse significant amount of capital into Religare Capital Markets International (Mauritius) Limited and its underlying subsidiaries. Religare Enterprises Limited, the holding company of the petitioner company, in turn had to infuse capital into the petitioner company. It is further submitted that the sub-optimal business performance of the group and the high people costs resulted in significant amount of cash losses. To stem such losses, the petitioner company has over a period of time shut the operations of the Group in United Kingdom, United States of America, Japan and Australia and restructured its businesses in United Kingdom and South Africa to hold minority stake. It is further submitted that despite these measures, there has been a significant erosion of net worth of Religare Capital Markets International (Mauritius) Limited, which was consequently impacted the balance sheet of the petitioner company. The petitioner company further submitted that the above mentioned factors clubbed with the slowdown in the Indian economy, weakness in domestic currency, concerns over current account deficit, high inflation, low growth projections an....

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....sion of the 1956 Act or the 2013 Act, as applicable or any rules or regulations made thereunder. 12. Learned counsel also submitted that the petitioner company is registered with the Securities and Exchange Board of India as a Category-I Merchant Banker and has also been granted certificate as a Trading and Self Clearing Member of Capital Market and Future and Options Segment of NSE and Trading Member of Capital Market and Future and Options Segment of BSE. He further submitted that the petitioner company has received approval from the BSE and the NSE to the capital reduction, which are placed on record. 13. In the aforesaid background, this petition is filed seeking approval of the resolution passed at the Extra Ordinary General Meeting held on 22nd October, 2014. The Form of Minutes proposed to be registered under Section 103(1)(b) of the Act and annexed as Annexure-'L' to the petition is reproduced as under: "The paid up share capital of Religare Capital Markets Limited, is henceforth Rs.5,57,56,00,000/- divided into 8,15,50,000 equity shares of Rs.15/- each/Rs.10/- each called up and paid up, 3,72,00,000 1% compulsorily convertible preference shares of Rs.10/- ea....

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....e report of the Registrar of Companies, he further prays that notice of this petition be issued to Reserve Bank of India, Income Tax Department and Enforcement Directorate before granting prayer of the petitioner or in the alternative, the petitioner company may be directed to give an undertaking that all compliances under Income Tax, FEMA and RBI shall be complied with. 16. In response to the above objection, the petitioner company has filed the affidavit dated 19th February, 2015 of Mr. Anil Saxena, Director of the petitioner company stating that the questionnaire provided by the Regional Director did not require that the NSE and BSE approvals be filed and, therefore, these approvals were not filed with the response dated 24th December, 2014. He further submitted that these approvals were part of the petition, a copy of which was served on the Regional Director on 18th November, 2014. Further, as required by the Regional Director, the petitioner company undertakes to comply with all the applicable provisions of the Income Tax Act, 1961, The Foreign Exchange Management Act, 1999, and applicable RBI regulations, notifications, and circulars with respect to its overseas investmen....