Certified_Copy_of_the_HC_Order-Decree-_Narbada_Gems ...

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HIGH COURT OF JUDICATURE AT HYDERABAD ~ FOR THE STATE OF TELANGANA AND THE STATE OF ANDHRA PRADESH

(Original Jurisdiction)

THURSDAY, THE FIFTEENTH DAY OF SEPTEMBER TWO THOUSAND AND SIXTEEN

:PRESENT:

THE HON'BLE SRI JUSTICE CHALLA KODANDA RAM

COMPANY PETITION No.203 OF 2016

IN THE MATTER OF THE COMPANIES ACT (1 OF 1956) AND

IN THE MATTER OF SECTIONS 100 TO 102 OF THE COMPANIES ACT, 1956

AND IN .THE MATTER OF M/S.NARBADA GEMS AND JEWELLERY LIMITED

M/s. Narbada Gems and Jewellery Limited , a public limited company registered under the provisions of the Companies Act , 1956, having its registered office at 3-6-290/18, 1st Floor, Sadana Building, Hyderguda, Hyderabad- 500029, represented by its Managing Director, Mr. Sanjay Kumar Sanghi.

.... . PETITIONER

Petition under Sections 100 to 102 of the Companies Act, 1956, for confirming the scheme for reduction of share capital, praying that th is Hon'ble Court may be pleased to:

a) Confirm the Scheme for Reduction of share capita l as resolved and passed by the shareholders by way of special resolution in their General Meeting held on 23rd May, 2016 set out in paragraph 9 of this Petition

petition b) Approve the proposed minute as set out in pwagraph 11 of this

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This Petition coming on for orders upon reading the Judge's

summons and the affidavit dated 20-6-2016 and filed by Sri Sanjay Kumar

Sanghi, Managing Director of the Petitioner Company !n support of the Petition

and upon hearing the arguments of Smt.Sundari R.Pisupati, Advocate for the

Petitioner Company.

Order confirming Reduction of Capital and Approving Minute

Upon the petition of M/s.NARBADA GEMS AND JEWELLERY LIMITED, presented on the 15th day of September, 2016, upon hearing Smt.Sundari R.Pisupati, Advocate for the petitioner and upon read ing the said petition and the affidavit in support thereof filed on 20-6-2016 and upon perusing the English daily Newspaper Business Standard of Hyderabad edition, Telugu Daily Newspaper Andhra Bhoomi of Hyderabad edition conta ining the notice of the date of hearing of this petition and the Court being satisfied with respect to every creditor entitled to object to the reduction that either his consent ~o the reduction has been obtained or his debt or claim has been discharged or has determined or has been secured.

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THIS COURT DOTH ORDER:

1. The reduction of the share capital of the above Company resolved on

23-5-2016 and effected by the special resolution passed at a generC:I

meeting of the said company held on the 23rd day of May, 2016 which

resolution was in the words and figures following viz;

To consider the reduction of capital of the Company, with or without

modification, as a special resolution:

"RESOLVED THAT pursuant to Section 100 of Companies Act 1956 and/or

Section 66 other applicable provisions, if any, of the Companies Act, 2013,

Article 7 of Articles of Association of the Company and subject to

confirmation/approval by the High Court of Judicature at Hyderabad, for the

state of Telangana and State of Andhra Pradesh and subject to such other

appr:ovals, consents, permissions or sanctions of any other authority, body or

institution, Stock Exchange, Government, Registrar, the Securities and

Exchange Board of India and the creditors (hereinafter collectively referred to

as "the concerned authorities") as may be required, and subject to such other

conditions or guidelines, if any, as may be prescribed or stipulated by any of

the concerned authorities, from time to time, while granting such approvals,

consents, permissions or sanctions, the subscribed, issued and paid up equity

share capital of the company with effective from the appointed date i.e. Olst,

April, 2015 and after securing necessary approvals and permissions: .

1. The company out of total accumulated _losses of Rs. 2,49,29,648/-

(Rupees Two Crore Forty Nine Lakhs Twenty Nine Thousand Six Hundred &

Forty Eight Only) be and is hereby authorized to set off the accumulated

losses of Rs.2,42,64,900/- (Rupees Two Crores Forty Two Lakhs Sixty Four

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9 Thousand and Nine Hundred only) against the paid up capital of the Company

of Rs. 5,39,22,000/- (Rupees Five Crore Thirty Nine Lakhs Twenty Two

Thousand Only) ;

2. On Appointed date , the Subscribed and Fully Paid-up Share Capital

of the Company shall stand reduced from Rs. 5,39,22,000/- (Rupees Five Crore

Thirty Nine Lakhs Twenty Two Thousand Only) divided into 53,92,200 (Fifty

Three Lakhs Ninety Two Thousand Two Hundred only) fully paid up Equity

Shares of Rs. 10/- (Rupees Ten Only), to Rs. 2,96,57,100 (Two Crore Ninety

Six Lakhs Fifty Seven Thousand One Hundred only) divided into 29,65,710

(Twenty Nine Lakhs Sixty Five Thousand Seven Hundred and Ten only)

Equity Shares of Rs. 10/- (Ten only) each; and

3. Consequently, every shareholder of the Company, whose name

appears on the Register of Members as on the Record Date, shall receive 55

(fifty five) Equity Share of Rs.10/- (Rupees Ten each Only) in lieu of every

100 (Hundred) Equity Shares of Rs. I 0/- (Rupees Ten Only) each, held earlier

in the Company;

"RESOLVED FURTHER THAT the reconstruction/restructuring of capital

shall not cause any shareholder to hold any fractional shares in the Company

and m respect of the fractional shares, if any, caused by the

reconstruction/restructuring of capital, the same shaU treated in the manner as

specified under para 5.4 (B) of the draft scheme".

"RESOLVED FURTHER THAT after reduction, the Capital of the Company ·

will not exceed Rs.2,96,57, 100 (Two Crore Ninety Six Lakhs Fifty ---~-

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Seven Thousand One Hundred only) .divided into 29,65,710 (Twenty Nine

Lakhs Sixty Five Thousand Seven Hundred and Ten only) Equity Shares of Rs.

10/- (Ten only) each." AND

"RESOLVED FURTHER THA.T the Board or Committee thereof be and is

hereby authorized to implement, modify, amend and alter the reduction of

capital of the company in accordance with the Order of the Hon'ble High Court

of judicature at Hyderabad for State of Telangana and State of Andhra Pradesh

and such other authorities, Stock Exchange, Government, Registrar, the

Securities and Exchange Board of India, as may be required" .

ii) To implement the reduction of Capital of the Company, with or without

modification, as a special resolution

"RESOLVED THAT the Board be and hereby authorized to implement,

modify, amend and alter the any clause or terms of the Scheme for reduction of

Capital of the Company in accordance with the Order of the Hon'ble High

Court judicature at Hyderabad and such other authorities, Stock Exchange,

Government, Registrar, the Securities and Exchange Board of India, as may be

required." and

"RESOLVED FURTHER THAT for the purpose of giving effect to the

reduction of capital and as per the direction of Hon'ble High Court of

judicature for the state of Telangana and Andhra Pradesh and/or such other

authorities, Stock Exchange, Government, Registrar, the Securities and

Exchange Board of India, the Board be and is hereby authorized to:

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A. fix the Book Closure/Record · Date to give effect to the reduction of

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NSDL/CDSL and Registrar and Share transfer Agent including

obtaining new !SIN No; and

C. Issue new sha,re certificates m accordance with Companies (Share

Capital and Debentures) Rules, 2014 "AND

"RESOLVED FURTHER THAT for the purpose of giving effect to this

resolution, the Board be and it is hereby authorized to do all such acts, deeds,

matters and things as it may, in its discretion, deem necessary"

Copy of the notice dated 11.04.2016 conveying the General Meeting of the

Petitioner Company held on 23.05.2016 and copy of the resolution and minutes

thereon are annexed with this p etition as Annexure Nos. 07 an~~

be and the same is hereby confirmed.

2. The minute set forth as Annexure-Vlll and paras 11 and 12 of the

petition be and is he reby approved and para 11 is as follows:

The accounting treatment upon th is scheme became effective with effect

from appointed date shall be as fo llows:

a) the paid up share cap ital amount w ill stand reduced to Rs.2,96,57, 100/­

(Rupees Two c rores Ninety six lakhs fifty seven thousand a nd one

hundred only);

b) Every shareholder of the Company w hose names appears on the

Register of members as on the Record Date, shall receive 55 (Fifty five)

equity share of Rs.10/- (Rupees te n only) in lieu of every 100 (Hundred)

Equity shares of Rs.10/- (Rupees Ten oniy) each he ld earlier in the

Company;

3 . That a certified copy of the order includ ing the minute as approved by

delivered to the Registrar of Companies for t he State of Telangana and

the State of A.P. within 21 d ays from th is date;

4. That notice of the reg istration by the Registrar of Companies of this

order and of the said minute be published once each in the English daily

newspaper Business Standard of Hyderabad Edition and Telugu Daily

Newspape r Andhra Bhoomi of Hyderabad Edition within 14 days of the

registration aforesaid.

DATED THIS 151h DAY OF SEPTEMBER, 2016

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HIGH COURT OF JUDICATURE AT HYDERABAD FOR THE STATE OF TELANGANA AND THE STATE OF ANDHRA PRADESH

(Orig inal Jurisd iction )

THURS DAY, THE FIFTEENTH DAY OF SEPTEMBER TW O THOUSA ND A ND SIXTEEN

:PRESENT:

THE HON'BLE SRI JUSTICE CHALLA KODANDA RAM

COMPANY PETITION No.203 OF 2016

IN THE MATTER OF THE COM PA NIES ACT (1 O F 1956) A ND

IN THE MATTER O F M/S.NA RBA DA G EMS. AND JEW ELLERY LIMITED

M/s. Narbada Gems and Jewellery Limited, a public limited company reg iste red under the provisions of the Companies Act, 1956, having its registered office at 3-6-290/18, 1st Floor, Sadana Building, Hyderguda , Hyderabad- 500029, represented by its Managing Director, M r. Sanjay Kumar Sanghi.

..... PETITIO NER

FORM OF MINUTE

The paid u p sha re capital of M/s.NA RBADA G EMS A ND JEW ELLERY

LI M ITED is henceforth Rs.2,96,57, 100/- (Rupees Two Crores Ninety Six Lakhs

Fifty Seven T housand and One Hundred only) divided into 29,65, 71 0 (Twenty

Nine Lakhs Sixty Five thousand Seven hundred and ten only) equity shares of

Rupees 10/- (Rupees T en only) each.

II TRUE COPY//

To

Sd/- S.V.RAMANA MURTHY JOINT REG ISTRAR

\ g_s\ SECTION OFFIC ER

\_.- --rvrr.S"anjay Kumar Sanghi, Managing Director, M/s.Narbada Gems and Jewellery Limited, Regd. Officer at 3-6-290/18, 1st Floor, Sadana Bui lding, Hyderguda, Hyderabad-500 029.

2 · . The Offic ia l Liquidator, High Court of Judicature at Hyderabad for the State of T e langana and the State of A ndhra Pradesh , 1st Floor, Corporate Bhawan, Nago le, Bandlaguda, Thattiannaram Village, Hayatnagar Manda!, Ranga Reddy District, Telangana State, Pin Code: 500 680 .

.3· The Registrar of Companies, Ministry of Corporate Affairs, Government of India, 2nd Floor, Corporate Bhawan, Nagoie, Bandlaguda, T hattiannaram Village, Hayatnagar Mandal, Ranga Reddy District, Telangana State, Pin Code: 500 680.

-4· , . T he Regional Director, South East Region, M in istry of Corporate Affairs, 3rd Floo r, Corporate B hawan , Nagole, Bandlaguda, T hattiannaram V illage, Hayatnagar Manda!, Ranga Reddy District , Telangana State, Pin Code: 500 680.

f3. One CC to Smt .Sundari R.Pisupati, Advocate (opuc) b· ·. ~ · · Two C .D. Copies.

MRC ·~

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HIGH COURT /' ..

DT: 15-09-2016

DECREE FOR REDUCTION OF SHARE CAPITAL

C.P.N0.203 OF 2016

ALLOWING THE COMPANY PETITION.

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