1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 588 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 645 OF 2010 In the matter of the Companies Act, 1956 And In the matter of Sections 100 to 104 of the Companies Act, 1956 And In the matter of reduction of share capital of Shriram Foundry Limited Shriram Foundry Limited, a Company Incorporated ) under the provisions of the Companies Act, 1956 ) having its registered office at 47, Shivaji Park, ) Kolhapur 416001, Maharashtra )……Petitioner Hemant Sethi i/b Hemant Sethi & Co. advocates for the Petitioner CORAM: S.J. KATHAWALLA, J DATE: 22ND OCTOBER 2010 P.C 1. Heard the learned counsel for the Petitioner. 2. This is a petition for seeking approval for reduction of Share Capital as approved by the Shareholders of the Petitioner Company in their Extra Ordinary General Meeting held on 7th August 2010. 3. In paragraph 13 of the Petition, it is averred that the Petitioner has sent notices to all the Shareholders along with explanatory statement in compliance with provisions of the Act 2 for convening Extraordinary General meeting and in accordance with the provisions of Section 100 of the Companies Act, 1956 the Petitioner Company passed Special Resolution which has been approved unanimously by all the Shareholders. Same is annexed at Exhibit-F to the petition. The Special Resolution as approved by the Shareholders is re-produced as follows: RESOLVED THAT: 1. pursuant to the authority conferred on the Company by article 28 of the Articles of Association; 2. in accordance with section 100 of the Companies Act 1956 (“the Act”); 3. subject to confirmation of the Hon’ble Bombay High Court; the Company approves the reduction of Rs. 24,16,66,900 comprising Rs. 100 Equity Share Capital and Rs. 24,16,66,800 8% Optionally Convertible Preference Share Capital held by SIDBI Venture Capital Limited as outlined below: (a) the reduction of capital will be of an amount not exceeding Rs. 24,16,66,900 which consists of Rs. 100 towards the 10 Equity Shares of Rs. 10 each and Rs. 24,16,66,800 towards the 24,16,668 8% Optionally Convertible Preference Shares of Rs. 100 each as appearing in the unaudited balance sheet as at 31 March 2010; (b) the reduction will be carried out after it is confirmed by the Hon’ble Bombay High Court under section 101 of the Act; (c) of the total capital reduction, 10 Equity Shares of Rs. 10 each will be repaid at par and 24,16,668 8% Optionally Convertible Preference Shares of Rs. 100 each will be repaid at a premium of Rs. 9,00,13,194; 3 (d) the amount payable to the concerned shareholder as a result of the reduction of capital will be paid out of the Company’s internal funds; (e) the amount of premium payable on 24,16,668 8% Optionally Convertible Preference Shares of Rs. 100 each of Rs. 9,00,13,194 will be paid out of the Profit and Loss account credit balance of the Company. (f) after the reduction of capital, the aggregate subscribed and paid- up share capital of the Company will be Rs. 8,41,00,100 divided into Rs. 50,00,000 which comprises of 5,00,000 Equity Shares of Rs. 10 each and Rs. 7,91,00,100 which comprises of 79,10,010 10% Cumulative Convertible Preference Shares of Rs. 10 each. RESOLVED FURTHER THAT the Board of Directors of the Company (or its Committee) is authorized to apply to the Hon’ble High Court of Judicature at Bombay seeking its sanction to the above reduction in terms of section 101, and other applicable provisions, of the Act and to do all necessary acts and matters for obtaining the order of the High Court to the reduction of capital in terms of this resolution and giving effect to the order.” 5. In light of above, Mr Sethi appearing for Petitioner, seeks sanction to the reduction of share capital. 6. Having perused the petition and the annexures thereto, in my view, the petition deserved to be succeed and is accordingly made absolute in terms of prayer clause (a) to (c). 7. Petitioner to publish notices in the same newspapers and also in the Maharashtra Government Gazette about registration of 4 Order and minutes of reduction by the concerned Registrar of Companies. 8. All concerned parties to act on ordinary copy of order and the form of minutes annexed to this petition. ( S.J. KATHAWALLA, J)