' DR. SAJID QURESHI, J.---The senior counsel for the petitioner contended that the writ petition is for reduction of share capital under section 97 of the Companies Ordinance, 1984. The petition directed for reducing the share capital which is presently 278, 705, 405 ordinary shares face value equivalent to Rs,10 each to 74, 642, 370 ordinary to shares having face value equivalent to Rs,10 each thus reducing the number of shares in the hands of each shareholder without altering the percentage of each shareholder. The reduction of capital was under section 96(1)(ii) of the Companies Ordinance being capital not represented by available assets of the petitioner's Company. This reduction is permitted by the Articles of Association of the petitioner Company under Article 34. The reduction of capital does not involve the diminution of any liability in respect of unpaid share capital over payment to any shareholder of any paid up share capital. Upon calculation of the paid up capital it transpires that the goodwill is Rs,2,017,730,683.
2. The petitioner had applied to the SECP for an equity injection plan and the capital structured of the company was to be rationalized through reduction of capital by excluding goodwill, surplus on re-evaluation of fixed assets and deferred tax reserves.
3. The SECP recognized this and allowed for the reduction of capital. Further the Board of Directors held a meeting in November, 2007 in which it was proposed that the reduction of capital resolution should be passed in the EOGM as follows:-- "Resolved that the paid up capital of the company may be reduced from 278,705,405 ordinary shares of Rs,10 each to 74,642,370 ordinary shares of Rs,10, each under section 96(1)(ii) of the Companies Ordinance, 1984, being capital not represented by available assets of the bank subject to regulatory approvals and confirmation by the Court".
On Monday 17th December, 2007, the Notice of the EOGM Order accordingly. meeting was duly published in the various newspapers which inter alia informed of the reduction of capital resolution. On 10-1-2008 the EOGM was held and the minutes confirmed with the above resolution for the aforementioned reduction of capital, which was passed by a majority vote of 96.8% (a special resolution) duly adopted. This was then duly filed with the SECP as per procedure laid down in the Companies Ordinance, 1984.
4. The representative of the SECP states that they have no objection to the petition and for the reduction of share capital under section 97 of the Companies Ordinance, 1984.
5. The learned counsel for the petitioner further contended that since passing by Company of a Resolution of reducing share capital, this does not involve either the diminution of any liability in respect of unpaid share capital or payment to any shareholder of the paid up share capital, and the words "and reduced" may be dispensed with accordingly.
6. In view of the foregoing all steps and procedures have been complied with under sections 96, 97 and 98, respectively, of the Companies Ordinance, 1984; the petition is hereby accepted and order is made to allow the reduction of share capital from 278,705,405 ordinary shares face value equivalent to Rs,10 each to 74,642,370 ordinary shares having face value equivalent to Rs,10 each; with further directions that the C reduction of shares of the petitioner-Company is exempted from writing the words "and reduced" as part of the name of the Company upon reduction of capital.
7. With this order, this petition is disposed of, accordingly.