In Re: Nirma Limited

R.M. Chhaya, J.—This petition is filed under Sections 100 to 103 of the Companies Act, 1956 (the Act) and the petitioner-Company has prayed for the following reliefs: 12. The petitioner therefore prays:

(A) That the reduction resolved by the special resolution set out in Paragraph No. 10 above be confirmed;

(B) That prayer in terms of paragraph (a) and (b) of the Judge''s Summons be granted;

(C) That the proposed minute as per paragraph 11 be approved; and,

(D) That such further or other orders be made in the premises as to the Court shall deem fit.

This Court (Coram: Rajesh H. Shukla, J.) passed the following order on 11.09.2013: Upon the application of Nirma Limited, the petitioner in the petition abovementioned by summons dated 21st August, 2013 and upon hearing learned Senior Advocate Shri Saurabh Soparkar appearing with learned Advocate Smt. Swati Soparkar for the petitioner, and upon reading the said petition filed on the 21st day of August, 2013 alongwith the affidavit of Mr. Paresh Sheth dated 14th August, 2013 and considering the contentions taken vide the additional affidavit dated 10th September, 2013 and the several exhibits therein referred to, and it appearing that the special resolution for the reduction of the capital of the said company referred in the said petition has been duly passed and further the proposed reduction is approved by the substantial majority of the Secured Creditors and Unsecured Creditors;

IT IS ORDERED that the procedure prescribed u/s 101(2) shall not apply to the secured or unsecured creditors and hence an inquiry to ascertain the debts, claims and liabilities of or affecting the said company is not required to be held. Accordingly, prayer in terms of paragraph (b) of the Judge''s summons is hereby granted.

AND IT IS FURTHER ORDERED that notice, in the prescribed Form of the presentation of the petition be inserted in Indian Express, English daily and Financial Express, Gujarati daily, Ahmedabad, editions, on or before 18th September, 2013.

The aforementioned petition is hereby admitted and the final hearing of the matter is fixed on Thursday, the 10th day of October, 2013.

It appears from the record that the petitioner-Company thereafter published advertisements in the Indian Express, English daily and Financial Express, Gujarati daily, both in Ahmedabad editions dated 17.09.2013 and affidavit dated 20.09.2013 is filed in due compliance of the aforesaid order.

It may be noted that pursuant to the aforesaid advertisements Shri Bhupendra Champaklal Gandhi, who possesses fifty equity shares and Shri Tejas Sureshchandra Shah, who possesses six equity shares, have filed their objections.

The facts which reveal from the petition are that the petitioner-Company i.e. Nirma Limited was incorporated under the name and style of Nirma Private Limited on 25.02.1980 under the provisions of the Act. That pursuant to the provisions of Section 43A of the Act the petitioner-Company became a deemed public company w.e.f. 01.07.1989 and the name was changed to Nirmla Limited.

It further appears that apropos the special resolution passed on 08.11.1993 the petitioner-Company became a full-fledged public company. As averred in the petition other companies named Nilnita Chemicals Limited and Nirma Detergents Limited, Nirma Soaps & Detergents Limited and Shiva Soaps & Detergents Limited were amalgamated with the petitioner-Company on 03.05.1995 and 19.12.1996 respectively. That another operating demerged division of Nirma Industries Limited was amalgamated with the petitioner-Company on 13.08.2003. Similarly, one demerged undertaking of Core Healthcare Limited was amalgamated with the petitioner-Company on 01.03.2007. That by order passed by this Court on 14.03.2011 the Cement and Mining Division of Nirma Credit and Capital Private Limited was also demerged and transferred to the petitioner-Company. Similarly by order dated 30.03.2011 passed by this Court Nirma Consumer Care Limited, a wholly owned subsidiary, was amalgamated with the petitioner-Company. That by order dated 22.01.2013 passed by the Board for Industrial and Financial Reconstruction (BIFR), New Delhi, Saurashtra Chemicals Limited was amalgamated with the petitioner-Company.

That the petitioner-Company has given details as regards its objects and the status of the share capital. It is worthwhile to note that 21 promoters shareholders hold 151702578 shares, which is 95.32% of the paid up capital and 41619 non-promoters shareholders hold 7439704 shares, which comes to 4.68% of the paid up capital. That in view of the same, the petitioner-Company has already lost its status as a listed company and is an unlisted Public Limited Company since March 2012.

It is further averred that the gross turnover of the company on stand alone basis was more than Rs. 2400 crore for the six months for the period which ended on 31.03.2013 and was more than Rs. 6800 crore for the eighteen months period which ended on 30.09.2012. That the operating profit has been more than Rs. 450 crore, whereas the net profit derived is Rs. 173.87 crore for the six months period which ended on 31.03.2013. That the petitioner-Company has built up reserves of nearly Rs. 2850 crore and thus, it is a highly profit making company with bright future prospects for growth.

The petitioner-Company has further averred that it is a profit making company and considering the case flow requirements, it has excess capital, which it cannot profitably utilize in its business. That the equity shares held by the non-promoters amounts to only 4.68% in value and the same are held by more than 41,000 shareholders, which results in very high administrative cost for the petitioner-Company. That as the petitioner-Company is not a listed company there is no market to buy and sell the equity shares held by such shareholders of the equity shares and as such the investment made by the public shareholders has been locked up and they find it difficult to dispose of their shareholdings. Considering this aspect the Board of Directors thought it fit to reduce its Equity Share Capital considering it to be a practical and economically efficient option. That the petitioner-Company therefore on this basis has contended that the proposed reduction will provide an exit opportunity to the public shareholders and will provide better opportunity to the small shareholders to liquidate their entire shareholdings at a good price.

That the petitioner-Company has also declared that on reduction being confirmed by this Court, the shareholders holding paid up equity shares of the petitioner-Company as on the "Record Date" to be determined by the Board, be returned a sum of Rs. 225/equity share for the extinguishment of the equity shares held by them, which is inclusive of a premium of Rs. 220/- over the face value per equity share of Rs. 5/-. That the amount of Rs. 225/- has been determined on the basis of the valuation of the share of the petitioner-Company which is based on an independent opinion of Chartered Accountant (C.A.) and as per the report of such C.A. one fully paid up equity share of the petitioner-Company is valued at Rs. 199.33.

It appears that in order to determine the aforesaid the petitioner-Company passed a special resolution in accordance with Section 189 of the Act at the Extraordinary General Meeting (EGM) of the shareholders of the petitioner-Company, which came to be held after following due process and due notice as provided under the Act on 23.07.2013 and a resolution came to be passed as mentioned in Paragraph No. 9 of the petition.

On the basis of these facts and considering the financial position of the petitioner-Company, it is contended that the proposed reduction of capital share shall not be prejudicial to the creditors of the petitioner-Company and, therefore, considering the significant net worth of the petitioner-Company, it is prayed for dispensation of procedure u/s 101(2) of the Act read with Rules 48 to 65 of the Company Court Rules, 1959 (the Rules).

This Court (Coram: Rajesh H. Shukla, J.) vide the aforesaid order dated 11.09.2013 has been dispensed with the procedure u/s 101(2) of the Act.

It may be noted that Shri Bhupendra Champaklal Gandhi, one of the objectors, filed affidavit dated 09.10.2013 and has, inter alia, contended that he has sent objection/dissent by communication dated 22.07.2013 to the petitioner-Company in the form of email as also to the Regional Director, Ministry of Corporate Affairs, North Western Region, Ahmedabad, Registrar of Companies, Ahmedabad, (ROC) Securities Exchange Board of India (SEBI), all the regulatory bodies statutorily appointed to safeguard the interest of the shareholders and he had also forwarded copy of the said email in letter form to the above regulatory bodies with enclosures including the Ministry of Finance and the Secretary, Ministry of Corporate Affairs, New Delhi but excluding the petitioner-Company, as already email was sent. It is also contended in the affidavit that the present scheme is the second attempt to grab the shares belonging to the objector as minority shareholder and to kick out the objector out of the petitioner-Company against his wish and will. It is further contended that the earlier scheme, which was proposed was dropped because of the objection filed by the objector, through email on 19.01.2013 to the regulatory bodies. Relying upon the articles published in the leading newspapers viz. Economic Times dated 10.07.2013 as well as Sandesh dated 06.07.2013, it is contended that the same should be considered by this Court. It is further contended that except the SEBI no other regulatory authority has replied to the objector and the only reply given by the SEBI is to the effect that the petitioner-Company is not a listed company. Reliance is also placed upon letter dated 22.07.2013, addressed by the objector to the regulatory authority, as mentioned hereinabove.

In addition to this, the objector has also filed additional affidavit dated 27.11.2013 wherein it is contended that ROC has not given any reply, except the letter written to the objector that the petition is pending before this Court. It is further contended that in the petition copy forwarded to the objector, he could not locate the result of the EGM and also the details of the result as to the number of shareholders present, number of shareholders who took part in the voting, number of shareholders voted against with their holding, with their names and addresses which has generally been part of the petition and has submitted to this Court as in this case there are 41619 shareholders out of total 41640 i.e. promoter being only 21 shareholders as per explanatory statement of notice dated 13.03.2013. It is contended that the objector is still not aware as to whether his dissenting was noted in the voting, which was conveyed by email to the aforesaid bodies. The objector has also contended that with the insincere action of ROC, Regional Director and Ministry of Corporate Affairs it is for this Court to get details and examine whether such details of the petitioner-Company and the resolution, which is passed in the EGM have been examined by them and whether the present scheme of reduction is for the benefit of the minority shareholders or not and also verify that the said scheme of reduction is likely to effect the minority shareholders like the present objector.

Similarly the second objector, Shri Tejas Sureshchandra Shah, has also filed affidavit dated 22.10.2013. It may be noted that the said objector attended the EGM, which was held on 23.07.2013. It is contended that a notice for EGM dated 12.12.2012 was forwarded to the objector wherein meeting was scheduled on 21.01.2013. However, the said proposal was dropped. It is further contended that the objector has sent a letter to Regional Director, Ministry of Corporate Affairs, Chairman of SEBI, Stock Exchanges NSE and BSE in the form of complaint on 10.01.2013 and even though no letter was forwarded to the petitioner-Company by the said objector, he received reply from the petitioner-Company by communication dated 31.01.2013 that the resolution is dropped. It is further contended that the objector received another notice of the EGM dated 13.05.2013 to be held on 23.07.2013 with an agenda relating to "resolution for reduction of share capital". It is contended that the objector attended the meeting and voted as dissent in ballot for the said proposal. However, the objector was not aware of the results on BSE and NSE as both exchanges have not displayed on their sites and the details show as de-listed and the same is not updated. It is contended that the objector has written complaint to various agencies like Central Vigilance, Finance Ministry, Ministry of Corporate Affairs all at New Delhi as well as Chairman SEBI, Regional Director, Ministry of Corporate Affairs and even to the NSE. However, it is contended that the objector has not received any reply from the said authorities. It is further contended that such regulatory bodies are responsible for the same and has alleged that there is inaction on the part of such authorities. It is also further contended that the result of EGM in question is provided to the objector along with a copy of the petition received on 18.10.2013. However, the same does not give true picture. Referring to the article which was published on Business Standard dated 19th/20th.10.2013 it is contended by the objector that the proposal in question is not at all in the interest of minority shareholders and the objector strongly objects to the same.

Shri Tejas Sureshchandra Shah, the second objector, has also filed further affidavit titled as "second affidavit" and has contended that the result does not mentioned total number of shareholders present out of 41,640 but has shown that only 99 shareholders have participated in the ballots. It is contended that 19 shareholders'' ballots were rejected as invalid and by Annexure-B and Annexure-C only numbers have mentioned as to who cast in favour and against. It is contended that 39 members cast their vote, which needs to be considered and their percentage as persons is very high and the same would amount to mass removal against their wish and will i.e. by permitting reduction of shareholders under the grab of reduction of capital. That it is not only reduction of capital but reduction/removal of minority shareholders, who are in large number being 41,619, including the present objector. It is contended that for the regulatory bodies like ROC has to decide the complaint/objections filed. However, the objector has been informed by the ROC that the petition is pending before this Court. It is therefore contended that the ROC is as such a party to this petition and should have filed its report. It is also contended that this proposal is not at all in the interest of the minority shareholders, including the objector, who are to be expelled and removed en masse i.e. about 41,619 out of 41,640 and, therefore, the objector objected to the same. It is prayed that in case this Court proposes to pass any order in favour of the petitioner-Company then a condition should be put not to permit the petitioner-Company to raise money from public in future in original form with same name or with changed name but with same promoters. It is contended that in case if the petitioner-Company is permitted to kick out all such shareholders a condition should be imposed for restoration of all those deprived benefits in case it is again permitted to be listed by SEBI in stock exchange.

Heard Mr. Saurabh N. Soparkar, learned Senior Counsel, with Mrs. Swati Soparkar, learned Counsel for the petitioner-Company, as well as the objectors - Shri Bhupendra Champaklal Gandhi and Shri Tejas Sureshchandra Shah, in person.

Learned Senior Counsel for the petitioner-Company has taken this Court through the factual matrix arising out of this petition, as noted hereinabove. It was contended that the petitioner-Company has also obtained written consent to the tune of 99.23% of the secured creditors and 67.74% of the unsecured creditors of the petitioner-Company to the proposed reduction of capital. It was further submitted that thus, majority of the shareholders, have overwhelmingly approved the resolution for reduction of the share capital in the EGM held on 23.07.2013. It was further contended that the objections raised by the aforesaid two objectors are non-germane to the issue and do not reflect the majority view. It was further contended that as such the objectors have raised technical objections, as can be seen from the affidavits which are filed by them.

Learned Senior Counsel for the petitioner-Company submitted that 151617908 equity shareholders i.e. 99.99% approx. of valid votes have cast their vote in favour of the resolution. Taking into consideration the number of shares and percentage whereas 41 members i.e. 51.25% of the members who cast their valid votes. Similarly, 39 members hold 10622 equity shares have cast their votes against the resolution, which is negligible in terms of shares and percentage. It was contended that under the provisions of the Act the principle of "one man one vote" would not apply but the number of shares and percentage would apply and it is therefore clear from the result, which is scrutinized shows that 99.99% shareholders have voted in favour of the resolution in the EGM, which was held on 23.07.2013. It was also further submitted that 95% of the members who cast their valid votes have voted in favour of resolution, which is quiet evident from the record. It was also pointed out that as the petitioner-Company is de-listed company the guidelines of SEBI are not applicable. It was further contended that as the petitioner-Company is already de-listed, the equity shareholders are not in a position to sell the shares in open market and on the contrary by the resolution in question all such shareholders will get a good and appropriate price. It was therefore submitted that the petition deserves to be allowed as prayed for.

Shri Bhupendra Champaklal Gandhi, one of the objectors, remained present on 29.11.2013 and has given written arguments. The said objector relied upon the affidavits as well as the written arguments. As such the contentions which are raised in the affidavit are repeated in the written arguments. It is mainly contended by the said objector that the petitioner-Company has come out with an attempt to misuse the provisions of Section 100 of the Act. It is further contended that it is an attempt to remove the objectors and others, who are minority shareholders. It is contended that the petitioner-Company has not behaved in transparent manner and the transparency which is very much lacking in the office of ROC and other regulatory bodies. It is also contended that even though the objector has been served with the copy of the petition, the objector could not locate the result of EGM and also the details of the result as to the number of shareholders present, number of shareholders who took part in the voting, number of shareholders voted against and in favour of the resolution. Other arguments relate to ROC, Regional Director and Ministry of Corporate Affairs. It is alleged that by the present scheme intention of the petitioner-Company is to grab shares with innovative designs by the petitioner-Company and remove the shareholders en masse at one stroke. Even though such attempt of mass removal of minority shareholders is made the regulatory bodies have not looked at it, which amounts inaction on the part of such authorities.

Similarly, another objector, Shri Tejas Sureshchandra Shah, also remained present on 29.11.2013 and 11.12.2013 and has submitted his written arguments and has also taken this Court to the same. It appears that the contents of the aforesaid affidavits are reiterated in the form of written arguments and in addition to that the same arguments which are forming part of the written arguments of the other objector, Shri Bhupendra Champaklal Gandhi, are repeated. It may be noted that both the objectors have expressed before this Court that the affidavits and the written arguments may be taken into consideration.

No other and further averments are made and contentions are raised by any of the objector.

Learned Senior Counsel for the petitioner-Company submitted that in the EGM members presented in the meeting can vote for or against the resolution and accordingly the fate of the resolution is decided. It is submitted that the allegations made by the objectors are not tenable. It was further submitted that the statement as regards the previous EGM, which was held on 21.01.2013 are irrelevant to the issue involved in the present petition. It was further submitted that the special resolution has been approved by 99.99% of the shareholders presented in the meeting and the petitioner-Company has also obtained written consent of the secured creditors and majority of the secured creditors, which is forming part of the petition. It was pointed out that no creditors or shareholders have raised any objection to the resolution in question, accept the two shareholders out of 41619 shareholders. It was also pointed out that as far as the objector Shri Bhupendra Champaklal Gandhi is concerned, he is holding fifty equity shares, whereas another objector Shri Tejas Sureshchandra Shah is concerned, he is holding six equity shares. It is further submitted that the poll result was validly submitted in the petition and a copy of which is already given to the objectors. It was contended that the provision of Section 189 of the Act is duly complied with. It was contended that in case of a poll for considering the resolution number of shareholders voted in favour of a resolution and the number of shareholders voted against the resolution for passing any resolution is wholly irrelevant. It was also contended that on the contrary the petitioner-Company has received enquiries from the non-promoters shareholders expressing their desire for the exit opportunity as their shares are now not tradable. It was thereafter submitted that the objections raised by the objector, Shri Bhupendra Champaklal Gandhi, are not valid and deserve to be rejected. It was contended that as stated in the explanatory statement the reduction of capital is in the interest of non-promoters shareholders as the shares are de-listed and not tradable in the market.

In response to the objections raised by another objector, Shri Tejas Sureshchandra Shah, it was contended by the learned Senior Counsel on behalf of the petitioner-Company that the reference made to the earlier AGM dated 26.09.2011 has no relevance to the present petition. It was contended that declaration of dividend or remuneration of Managing Director is a commercial decision and the board is authorized to take these decisions in compliance with the applicable laws and regulations. It was contended that the objections raised by the objector to the effect that previous EGM held on 21.01.2013 has no relevance with the present issue and the objections raised by the objector are not tenable. It was contended that the contention raised by the objector that he has approached the regulatory bodies like SEBI, ROC, etc. has no relevance to the issue involved. It was contended that on receipt of letter dated 06.08.2013 from ROC, attaching the complaint of the objector, Shri Tejas Sureshchandra Shah, the petitioner-Company has already replied to the same. It was also contended that the detailed result, as requested, was handed over to Shri Tejas Sureshchandra Shah on 29.11.2013 at the time of hearing before this Court to his satisfaction. It was further contended that as per the provisions of Section 189 of the Act a special resolution is said to have been passed if the votes cast in favour of the resolution by the members, who being entitled so to do, vote in person, or where proxies are allowed, by proxy, are not less than three times the number of the votes, if any, cast against the resolution by the members so entitled to vote. It was contended that the special resolution was passed accordingly with 99.99% majority. It was further reiterated that as the petitioner-Company is de-listed, provisions of the SEBI regulations or any other regulations which are applicable to the listed companies are not applicable to the petitioner-Company.

It was further contended by the learned Senior Counsel on behalf of the petitioner-Company that decision for reduction in equity capital is taken to give best available option to the remaining shareholders after de-listing by way of exit opportunity. It was further contended that as the de-listed equity shares are not traded in the stock exchanges and as such investment made by the public shareholders has been locked up and in fact many shareholders of the petitioner-Company, who could not participate in the exit offer, have been approaching the petitioner-Company for exit opportunity. It was contended that the reduction in capital gives an opportunity to the large number of small shareholders to liquidate their shareholding since the equity shares of the petitioner-Company are de-listed from the stock exchanges. It was further contended that the resolution has been approved by 99.99% of the shareholders present in the meeting and even the secured creditors and only two shareholders having negligible shares have dissented and two of the objector, Shri Tejas Sureshchandra Shah, is holding only six equity shares in the petitioner-Company. It was therefore contended that majority 99.99% of the shareholders have approved the scheme of reduction by appropriately passing a special resolution as envisaged u/s 189 of the Act, this Court may grant the prayers as prayed for in the present petition.

Learned Senior Counsel for the petitioner-Company has relied upon the decision rendered by Division Bench of Bombay High Court in the case of Sandvik Asia Limited Vs. Bharat Kumar Padamsi and Others, as well as the decision rendered by Delhi High Court in the case of M/s. Reckitt Benckiser (India) Limited, in Co. PET.228/2010 & CO. APPLS. 1008/2010 and 2486/2010 wherein similar issue has been decided.

Considering these circumstances, record of the petition, including the objections which are filed by objectors, it appears that the petitioner-Company called EGM of the shareholders after due notice to pass a special resolution as quoted in Paragraph No. 9 of the petition. It appears from the record that the petitioner-Company has followed the procedure of holding of EGM of the shareholders.

The said meeting was held on 23.07.2013 wherein resolution is passed, certified copy of which is annexed to the petition. It may further be noted that the equity share holding pattern as on 13.05.2013 has two categories of share holdings, 21 promoters shareholders hold 151702578 shares, which is 95.32% of paid up capital, whereas 41619 non-promoters shareholders hold 7439704 shares, which is 4.68% of the paid up capital. It is also an admitted position that formerly the petitioner-Company was a listed company and since March 2012 the petitioner-Company is de-listed. From the figures which are not in dispute the petitioner-Company is highly profit making company and it appears that from the record of the petition as well as the resolution, which is passed that the board has fixed value of Rs. 225/equity share for extinguishment of equity shares hold by non-promoters shareholders. It is also an admitted position that the face value per equity share of Rs. 5/- and hence, the reduction in capital as proposed which takes place after paying an amount of Rs. 225/share to non-promoters shareholders. It is also appears from the record that the said value is fixed by an independent C.A. It may be noted at this stage that the value so fixed is not disputed by any of the shareholders, including the present objectors.

The petitioner-Company has also produced on record by way of an additional affidavit stating that 99.23% of the secured creditors and 67.74% of the unsecured creditors have given their express consent to the proposed reduction of capital and, therefore, as observed hereinabove vide order dated 11.09.2013 this Court (Coram: Rajesh H. Shukla, J), dispensed with the prescribed procedure u/s 101(2) of the Act. As observed that the procedure u/s 101(2) of the Act shall not apply to the secured creditors and the unsecured creditors.

As mentioned hereinabove, the resolution was put before the EGM, which was held and the two scrutinizers have submitted their reports as under as far as the equity as well as preference shareholders are concerned. Relevant details of the result of the equity shareholders in the meeting is summed up as under:

Taking into consideration the result, which is placed on record of this petition, it is therefore transpires that as contended by the petitioner-Company a special resolution has been passed with 99.99% majority shareholders. It is also an admitted position that the petitioner-Company is de-listed and, therefore, it was rightly contended that the regulations of SEBI were not applicable to the petitioner-Company and the only exit, which is available to such shareholders is by reduction in capital. The ratio laid down by both the aforesaid High Courts would squarely apply to the present case.

In the instant case the objectors are only two members holding fifty and six shares respectively. One of the main objections is that the minority shareholders are to be expelled and removed en masse. However, it was not contended by either of the objectors that the non-promoters shareholders are not paid fair value of their shares. The objections raised by the two objectors to the effect that the regulatory authorities are not giving any reply is totally non-germane to the issue involved in the present petition. Considering the record of the petition it transpires that the petitioner-Company has followed the procedure, which is the relevant provisions of the Act and the Rules. The results which are placed on record which authenticated by the two scrutinizers. In addition to these, as observed hereinabove, the face value of the equity shares of the petitioner-Company is Rs. 5/- each and after referring it to C.A. the value is fixed at Rs. 225/-, which is a fair and valid method of valuation, which is overwhelmingly approved by 99.99% of the share holdings and, therefore, the objections raised by the two objectors deserve to be rejected.

On the contrary it may be noted that as the petitioner-Company is already de-listed the shares cannot be traded in the stock exchanges and, therefore, it cannot be said that the resolution in question for reduction of share capital is not in the interest of public or shareholders.

Taking into considering the totality of the facts, which emerge on record of the petition, it is clear that the decision of reduction of share capital as proposed is a commercial and business decision of the petitioner-Company, which is approved by 99.99% of equity shareholders of the petitioner-Company. In fact only two objectors holding fifty and six shares have objected before this Court pursuant to the public notice issued by this Court. The petitioner-Company has duly complied with all the requisites as prescribed under the relevant provisions of the Act. The proposed scheme of reduction of share capital deserves to be accepted as per the resolution dated 23.07.2013 passed in EGM of the shareholders of the petitioner-Company at Annexure-C (at Paragraph No. 9) to this petition. The form of minutes proposed at Paragraph No. 11 of the petitioner to be registered u/s 103(1)(b) of the Act for the reduction of paid up equity share capital of the petitioner-Company are approved as prayed for in Paragraph No. 12(A) and 12(C) of this petition and are hereby approved and confirmed. A copy of the approved minutes be filed with ROC within six weeks. Notice of registration of this order and the minutes approved by ROC be published by the petitioner-Company in the Indian Express (English daily) and Financial Express (Gujarati daily), both in Ahmedabad editions. With the aforesaid directions the petition stands allowed.