Decided on September 11,2007

SIEL LTD. Appellant
STATE Respondents


REKHA SHARMA, J. - (1.) THIS order shall dispose of this petition under Sections 101, 102 and 103 of the Companies Act, 1956, seeking reduction of share capital of the petitioner -company, Siel Ltd. up to an amount of Rs. 24,63,86,251 by cancelling equity share capital of Rs. 49,31,21,830, which amount shall be credited to the general reserve account of the company. The said reduction has been approved by a special resolution passed in accordance with Section 189 of the Companies Act, 1956 in the extraordinary general meeting held on June 11, 2007.
(2.) THE petitioner -company was incorporated on March 27, 1961, under the Companies Act, 1956, under the name and style of India Refrigeration Industries Ltd. Thereafter, the name of the company was changed to Usha Refrigeration Industries Ltd. on April 21, 1962. The name was thereafter, again changed to Shriram Refrigeration Industries Ltd. on June 7, 1966. The name of the company was yet again changed to Shriram Industrial Enterprises Ltd. on May 20, 1992. Subsequently, the name of the company was changed to its present name on May 10, 1995, with the Registrar of Companies, NCT of Delhi and Haryana by the Registrar of Companies, NCT of Delhi and Haryana. The registered office of the petitioner -company is situated in the NCT of Delhi within the jurisdiction of this Court. The petitioner has produced a copy of its memorandum and articles of association. By Article 53 of the articles of association of the company, the petitioner -company has been empowered and authorized to reduce its share capital. The petitioner -company has also filed a separate petition for scheme of arrangement between Mawana Sugar Ltd. with the present petitioner along with this reduction petition.
(3.) THE present authorized share capital of the petitioner/transferee company as on March 31, 2007, is Rs. 100,00,00,000 divided into 7,00,00,000 equity share of Rs. 10 each, 5,00,000 13.5 per cent, redeemable cumulative preference shares of Rs. 100 each and 25,00,000 0.01 per cent, redeemable cumulative preference shares of Rs. 100 each. The issued, subscribed and paid -up share capital of the company was Rs. 18,31,53,020 divided into 1,83,15,302 equity shares of Rs. 10 each.;

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