Dion Global Solutions Limited

Order Dasti.

INDERMEET KAUR, J DECEMBER 20, 2012 nandan

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of Judgment:20.12.2012 + CO. PET. 431/2011 In the matter of The Companies Act, 1956 And Petition under Sections 100to 103 of the Companies Act, 1956 for confirmation of Reduction of Share Capital DION GLOBAL SOLUTIONS LIMITED ……Petitioner/Petitioner Company Through Mr. Sandeep Sethi, Senior Advocate with Mr. NPS Chawla and Ms. Simran Sethi, Advocates for the Petitioner Company Mr. K.S. Pradhan, Astt. Registrar of Companies for the Regional Director Mr. Ashish Makhija, Amicus-Curiae INDERMEET KAUR, J. (Oral) 1. The present petition and the connected applications have been filed under sections 100- 103 of the Companies Act, 1956 (for short "Act") by the Petitioner Company seeking approval of this Court to the proposed reduction of share capital and reserves as resolved by its Board of Directors in the meeting held on 28.05.2012 and also by Membersof the Company on 05.07.2012. 2. The registered office of the Petitioner Company is situated within the National Capital Territory of Delhi and is within the jurisdiction of this Court. 3. That the present petition was filed on 01.10.2011, in whichthis Court vide its order dated 18.10.2011dispensed with the requirement of section 101(2) of the Act. Thereafter, in view of the change in the capital structure of the Petitioner Company vis-à-vis the capital structure presented in the Company Petition No. 431 of 2011 and in order to modify the earlier resolution passed by the Board of Directors and Members, the Petitioner Company filed the Company Application No. 1498 of 2012 for obtaining confirmation of this Court to the resolution passed by the Members of the Petitioner Company on 05.07.2012 for reduction of share capital and reserves against the accumulated losses as appearing in the books of accounts of the Petitioner Company as at March 31, 2012. 4. The Petitioner Company, thereafter,has filed Company Application No. 2277 of 2012 for correction in the form of minute filed as Annexure – P to the Company Application No. 1498 of 2012. 5. Details with regard to the date of incorporation, registered office and authorized, issued, subscribed and paid up share capital of the Petitioner Company have been given in the Petition and the connected application. 6. A copy of the Memorandum and Articles of Association of the Petitioner Company as well as the audited Annual Accounts of the Petitioner Company for the year ended March 31, 2012are enclosed with the Petition and the connected application. 7. By the Company Application No. 1498 of 2012 in Company Petition No. 431 of 2011, the Petitioner Company proposes to write off the accumulated losses as appearing in the books of accounts of the Petitioner Company as on March 31, 2012 against the balance in Securities Premium Account, Amalgamation Reserve Account and part of the paid up equity share capital, in the manner and to the extent described in the said Company Application No. 1498 of 2012 and the Form of Minutes placed along with Company Application No. 2277 of 2012. 8. Reasons for the reductionof share capital of the Petitioner Company as stated in the Petition and the connected application are that as a result of huge amount of brought forward losses, the capital of the Petitioner Company is not adequately represented by the available assets and improvements in the performance of the Petitioner Company cannot be appropriately reflected unless past losses are written off. Accordingly, the Board of Directors considered it desirable to undertake right sizing of the Balance Sheet of the Petitioner Companyfor writing off the accumulated losses as appearing in the books of accounts of the Petitioner Company as at March 31, 2012 against the amount lying under Amalgamation Reserve Account, Securities Premium Account and paid-up equity share capital of the Petitioner Company.Consequent to the approval of the present petition and the connected applications, the amount of loss so adjusted shall be given