9911796707
TMI Blog2010 (9) TMI 1306X X X X Extracts X X X X X X X X Extracts X X X X ..... and elsewhere either directly or by means of subsidiary Companies, of iron and steel materials and goods of all descriptions, mechanical, electrical and general engineers and contractors, tool makers, brass founders, metal workers, forgers, iron and steel castings, boiler makers, mill wrights, machinists, iron and steel converters, smiths, wood workers, builders, painters, metallurgists, gas and electrical manufacturers and engineers, plate-makers, manufacturers of fasteners, wiredrawers, pipes and tubes, galvanisers, japanners, annealers, enamellers, and electroplaters and to buy, sell, import, export, manufacture, repair, convert let on hire and deal in machinery, rolling stock implements tools, utensils and materials and conveniences and etc., and more fully described in the Memorandum of Articles of Association furnished at Annexure-A. 5. The authorised share capital of the petitioner-company is Rs. 15,00,00,000 divided into 14,50,00,000 equity shares of Rs. 1 each, and Rs. 20,00,000 divided into 20,000 - 9.5 per cent Redeemable Cumulative Preference of Rs. 100 each and Rs. 30,00,000 divided into 30,000 Redeemable Cumulative Preference Shares of Rs. 100 each. Issued, subscribe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... exit offer, M/s. Bhoruka Steel Holdings Pvt. Ltd. now holds about 92.11 per cent of the paid-up equity share capital of the company. The last exit offer of the company was opened up to 12-10-2009. Consequent, to delisting, the shares of the company are not traded in Bombay Stock Exchange Limited and Bangalore Stock Exchange Limited. Pursuant to the delisting some non-promoter shareholders have expressed their difficulty in liquidating their shares for which the promoters have proposed this reduction for approval. 10. By a special resolution passed in accordance with section 129 of the Companies Act, 1956, at an Extra ordinary General Meeting held after due notice as provided under the Companies Act, 1956 on 11-6-2010 it was resolved as follows: Resolved that pursuant to the provisions of sections 100 to 104 of the Companies Act, 1956 and subject to confirmation by the Hon ble High Court of Karnataka, the Paid-Up Share Capital of the Company be and is hereby reduced by paying off/returning to the holders of the 10,50,899 (Ten lakhs fifty thousand three hundred ninety nine) equity shares [other than the promoters, viz., namely, Bhoruka Steel Holdings Pvt. Ltd. (1,22,59,381 shares) an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Court/Tribunal or any other authority and to take all necessary steps and actions as the Board or Committee may in their discretion deem fit for the purposes of ensuring that the reduction of capital is completed in a fair and equitable manner. 11. The petitioner-company has four secured creditors. The amounts payable to the secured creditors as on 31-5-2010 is Rs. 3,19,29,700. The secured creditors of the company have given their consent to the proposed reduction of capital except State Bank of India, Overseas Branch, Bangalore. The outstanding as on 31-5-2010 from the said State Bank of India was taken over by Lakshmi Vilas Bank, Bangalore. Hence, SBI vide their letter dated 23-7-2007 have advised the company to take up the matter with Lakshmi Vilas Bank, since the loan has been taken over by the said bank. The Lakshmi Vilas Bank vide their letter dated 5-8-2010 given consent to the proposed reduction. Accordingly, all the secured creditors have given their consent to the resolution passed by the shareholders for reduction of capital. Consent letters furnished as Annexure G. 12. The petitioner-company has 116 unsecured creditors. The amount payable to them as on 31-5-2010 is Rs. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olution was in words and figures, namely : Resolved that pursuant to the provisions of sections 100 to 104 of the Companies Act, 1956 and subject to confirmation by the Hon ble High Court of Karnataka, the Paid-Up Share Capital of the Company be and is hereby reduced by paying off/returning to the holders of the 10,50,399 (Ten lakhs fifty thousand three hundred ninety nine) equity shares [other than the Promoters, viz., namely, Bhoruka Steel Holdings Pvt. Ltd. (1,22,59,381 shares) and Vivek Agarwal (220 shares)] an aggregate sum of Rs. 1,05,03,990 (Rupees One crore five lakhs three thousand nine hundred and ninety only) out of which Rs. 10,50,399 (Rupees Ten lakhs fifty thousand three hundred ninety nine only) represents the face value of Re. 1 per share and Rs. 94,53,591 (Rupees Ninety four lakhs fifty three thousand five hundred and ninety one only) represents the premium of Rs. 9 (Rupees nine) per share and thereby extinguishing all such 10,50,399 (Ten lakhs fifty thousand three hundred ninety nine) equity shares. RESOLVED FURTHER THAT the reduction of the Company s Paid-up Equity Share Capital as indicated above is subject to the following terms and conditions : (a) After the r ..... X X X X Extracts X X X X X X X X Extracts X X X X
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