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2015 DIGILAW 1048 (KAR)

In Re: Institut D' Expertise Clinique India Private Limited v. .

2015-09-04

H.BILLAPPA

body2015
ORDER : H. Billappa, J. 1. The petitioner-company has filed this petition praying for reduction of paid-up equity share capital as resolved by the Special Resolution dated 23-4-2015. It is stated, the petitioner-company was incorporated on 3-10-2007, under the name and style of Institute D' Expertise Clinique India Private Limited having its Registered Office at No. 1, Chinmaya Apts, Puttanna Road, Basavanagudi, Bengaluru-560004. 2. It is stated, the object of the petitioner-company is to conduct clinical safety studies of all types, to connect clinical efficacy studies of all types, in vitro testing of all types, etc. The authorised share capital of the petitioner-company as on 31-3-2015 was Rs.7,16,00,000/- divided into 71,60,000 equity shares of Rs. 10 each. The issued, subscribed and paid-up capital was Rs. 3,85,29,750/- divided into 38,52,975 equity shares of Rs. 10/- each fully paid. 3. It is stated, the Board of Directors of the petitioner-company at its meeting held on 2-4-2015, resolved to reduce the authorised share capital of the petitioner-company from Rs.7,16,00,000/- comprising of 17,16,000 (sic) equity shares of Rs. 10 each to Rs. 10,00,000/- comprising of 1,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital of the petitioner-company from Rs. 7,08,25,200/- comprising of 70,82,520/- equity shares of Rs. 10/- each to Rs. 7,08,250/- comprising of 70,825 equity shares of Rs. 10/- each. 4. It is stated, at the extraordinary general meeting held on 23-4-2015, the shareholders unanimously resolved for reduction of the share capital as per Annexure-H. The reduction of the share capital will not adversely affect the petitioner-company or its shareholders or creditors. The reduction of capital does not involve either the diminution of any liability in respect of the unpaid capital or the payment to any shareholder of any paid-up capital. The company does not have any creditors. The company has filed resolution in Form MGT-14 to the Registrar. 5. It is stated, the petitioner had filed C.A. No. 455 of 2015 praying to dispense with the procedure under Section 101(2) of the Companies Act, 1956. The said application was allowed on 26-6-2015 and the petitioner was permitted to take out advertisement in 'The Hindu' English daily and 'Udayavani' Kannada daily newspapers. Accordingly, paper publication was taken in "The Hindu' English daily and Udayavani Kannada daily newspapers. Nobody has appeared before the Court opposing the petition. It is stated, the petitioner has complied with all the requirements. Accordingly, paper publication was taken in "The Hindu' English daily and Udayavani Kannada daily newspapers. Nobody has appeared before the Court opposing the petition. It is stated, the petitioner has complied with all the requirements. In the circumstances, having regard to the petition averments and the resolution passed by the Board of Directors and the resolution passed by the shareholders in the Extraordinary General Meeting held on 23-4-2015, the prayer can be granted. Accordingly, the petition is allowed and the reduction of share capital as resolved at the Extraordinary General Meeting held on 23-4-2015 vide Annexure-H is hereby confirmed, (ii) Form of minute set out in the schedule hereunder is approved: "SCHEDULE Approval is hereby accorded pursuant to Section 100 of the Companies Act, 1956, to the Special Resolution of Institute D' Expertise Clinique India Private Limited dated 23-4-2015 approving the reduction in the authorised share capital of the company Rs.7,16,00,000 compromising of 71,60,000 equity shares of face value of Rs. 10/- each to Rs. 10,00,000 compromising of 1,00,000 equity shares of face value of Rs. 10/- each and the issued, subscribed and paid-up share capital of the company from Rs. 7,08,25,200 (Rupees Seven Crores Eight Lakhs Twenty-five Thousand Two Hundred only) comprising of 70,82,250 (Rupees Seventy Lakhs Eighty-two Thousand Five Hundred and Twenty only) equity shares of face value of Rs. 10/- (Rupees Ten) each to Rs. 7,08,250/- (Rupees Seven Lakhs Eight Thousand Two Hundred and Fifty only) comprising of 70,825 (Rupees Seventy Thousand Eight Hundred and Twenty-five only) equity shares of face value of Rs. 10/- (Rupees Ten) each, by way of a reduction of the equity shares held by Institute D' Expertise Clinique in the Company." (iii) Certified copy of the order including the minutes as approved shall be delivered by the petitioner-company to the Registrar of companies within 21 days from the date of receipt of the copy of this order. (iv) Notice of reduction of share capital and schedule minutes as approved shall be published in 'The Hindu' English daily and 'Udayavani' Kannada daily newspapers within 14 days from the date of registration of the order. The minutes of the Registrar of the companies and copy of the paper publication shall be filed by the petitioner with the registry.