The court's decision was influenced by the absence of objections from any party, compliance with legal requirements, and the approval of the proposed reduction of share capital.

SIDDHARTH MRIDUL, J.

1. The present petition under Sections 100 to 104 of the Companies Act, 1956 (hereinafter referred to as ‘the Act’) by Oncquest Laboratories Limited (hereinafter referred to as ‘Petitioner Company’) seeking sanction of this court for the proposed reduction of its share capital.

2. The registered office of the Petitioner Company is situated at New Delhi, within the jurisdiction of this Court.

3. The Petitioner Company was incorporated as a Private Limited Company under the Act, vide Certificate of Incorporation dated 29.11.2007, issued by the Registrar of Companies, N.C.T. of Delhi & Haryana. Subsequently, the Petitioner Company converted itself from a Private Limited Company to a Public Limited Company and obtained a fresh certificate of incorporation dated 16.01.2008, in this behalf, issued by the Registrar of Company N.C.T. of Delhi & Haryana.

4. The authorized share capital of the Petitioner Company, as on 31.03.2015, is Rs.38,00,00,000/- divided into 3,80,00,000 equity shares of Re. 10/- each. The issued, subscribed and paid up share capital of the Petitioner Company, as on 31.03.2015, is Rs.36,78,00,000/- divided into 3,67,80,000 equity shares of Rs.10/- each.

5. Copies of the Memorandum of Association and Articles of Association of the Petitioner Company have been filed and the same are on record. The audited balance sheet, as on 31.03.2015, of the Petitioner Company, along with the report of the auditor has also been enclosed with the petition.

6. It has been stated by learned counsel appearing on behalf of the Petitioner Company that the circumstances which justify and/or necessitate the proposed reduction of capital are, inter alia, as follows:

“a. The Company had suffered heavy losses in the past. As on 31st March, 2015, it has accumulated losses to the tune of Rs. 22,60,75,000/- as against the total paid share capital of Rs. 36,78,00,000/-

b. The Management has initiated several steps towards long term survival and growth of the Company. The Management is also exploring possibilities. of infusion of funds in the Company through capital investments and borrowings. However, the Company is finding it very difficult to invite any new investments or borrowings with such substantial accumulated losses. Hence, the Board of Directors is of the opinion that the Balance Sheet of the Company should be cleaned up to the best possible extent. It is, however, not possible to wipe off these losses in normal course.

Accordingly, the Board of Directors is proposing a reduction of capital for writing off the substantial part of accumulated losses. It is proposed to be reduced from Rs. 36,78,00,000/- (Rupees Thirty Six Crore Seventy Eight Lacs only) comprising 3,67,80,000 (Three Crores Sixty Seven Lacs Eighty Thousand) equity shares of Rs.10/- each to Rs.14,17,25,000/- (Rupees Fourteen Crores Seventeen Lacs Twenty Five Thousand only) comprising of 1,41,72,500 (One Crores Forty One Lac Seventy Two Thousand Five Hundred) equity shares of Rs.10/- each." resulting into a total reduction of Rs. 22,60,75,000/- and writing off the debit balance of the Profit & Loss Account of the Company by an equivalent amount.

c. The management of the Company is of the opinion that the proposed reduction of share capital will be in the best interest of the Company and all its stakeholders.

d. It is considered prudent by the Board of Directors of the petitioner company to reduce the share capital which has been irretrievably lost and think upon new ventures with set off of accumulated losses against capital.”

7. It has been further stated in the present petition that Article 9 of the Articles of Association of the Petitioner Company authorizes the Petitioner Company to reduce its share capital. The said Article 9 of the Articles of Association of the Petitioner Company reads as follows:

"The Company may (subject to provisions of Section 78, 80, 100 to 105 of the Act) from time to time by Special Resolution, reduce its Capital and Capital R