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TMI Blog2015 (5) TMI 876X X X X Extracts X X X X X X X X Extracts X X X X ..... o voluntarily delist the equity shares of the petitioner company from the aforesaid stock exchanges by acquiring upto 73,98,019 equity shares held by public shareholders in the petitioner company. Thereafter, Denso Corporation vide a public announcement dated 12.08.2013 made an offer to acquire the shares of the petitioner company and the final price for accepting the equity shares in the Delisting Offer was fixed at ₹ 145/- per equity share. It is further submitted that pursuant to the acquisition of the equity shares, Denso Corporation along with other promoter and promoter group shareholders of the petitioner company held 93.02% of the subscribed and paid up equity share capital of the petitioner company, as on 03.10.2013. It is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any in accordance with the provisions of Sections 100 to 105 of the Companies Act, 1956 since in their view it is the only practical and economically efficient option available to the petitioner company in order to give exit opportunity to the shareholders since the shares held by them are no longer marketable and are illiquid stocks. Despite publication of notice, no objection has been received from any creditor or any member of the public. The petitioner company, in the affidavit dated 5th January, 2015 of Sh. N.P.S. Chawla, Advocate of the petitioner company has submitted that neither the petitioner company nor its counsel have received any objection pursuant to citations published on 20th November, 2014. Thus, there appears to be no ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 4. The authorized share capital of the petitioner company, as on 31st March, 2014, was ₹ 30,00,00,000/- divided into 3,00,00,000 equity shares of ₹ 10/- each. The issued share capital of the company was ₹ 28,06,20,000/- divided into 2,80,62,000 equity shares of ₹ 10/- each fully paid up. The subscribed and paid up share capital of the company was ₹ 27,87,96,440/- divided into 2,78,79,644 equity shares of ₹ 10/- each fully paid up. 5. A copy of the Memorandum and Articles of Association of the petitioner company has been filed on record. The audited balance sheet, as on 31st March, 2014, of the petitioner company, along with the report of the auditors, and the provisional unaudited balance sheet an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tunity given by the holding company and have been deprived of an opportunity to make liquid their investment, therefore, Denso Corporation gave a Final Exit Opportunity to remaining non promoter public shareholders, who had not tendered their shares in the Delisting Offer/whose tender of offer shares had been rejected in the Delisting Offer, to participate in the acquisition process for a period of one year from the date of delisting i.e. 05.11.2013 and is valid upto 04.11.2014. 7. It is further submitted by the petitioner that as on 08.08.2014, the promoters of the petitioner company were holding 95.94% of the paid up capital of the company and the remaining 4.06% of the paid up capital of the company were held by non-promoters/public b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eneral Meeting of the equity shareholders of the petitioner company held on 23rd September, 2014 confirming the proposed reduction of the share capital. A copy of the minutes of the special resolution passed at the Extra Ordinary General Meeting is placed on record. The petitioner company does not have any secured creditor, as on 30th September, 2014. Further, the petitioner company has 45 unsecured creditors, out of which 39 unsecured creditors holding 98.93% of the total unsecured debt have given their consents/no objections in writing to the proposed reduction of share capital. 11. Learned counsel for the petitioner company has submitted that the proposed reduction in capital does not violate or override or circumvent any provision of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e newspapers 'Business Standard' (English) and 'Jansatta' (Hindi) in terms of the Companies (Court) Rules, 1959. The petitioner has filed an affidavit showing compliance regarding service on the Regional Director, Northern Region as also publication of citations in the aforesaid newspapers on 20th November, 2014. Copies of the newspaper clippings containing the publications have been filed along with the affidavit. 14. In response to the notice issued, Mr. A. K. Chaturvedi, Regional Director, Northern Region, has filed his report dated 6th January, 2015 raising no objection to the proposed reduction of share capital of the petitioner company. 15. Despite publication of notice, no objection has been received from any cr ..... X X X X Extracts X X X X X X X X Extracts X X X X
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