1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION No. 317 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION No. 341 OF 2010 In the matter of The Companies Act, 1956 And In the matter of Sections 100 to 103 of the Companies Act, 1956; And In the matter of Reduction of Equity Share Capital of Lehman Brothers Capital Private Limited Lehman Brothers Capital Private Limited, a company ) incorporated under the Companies Act, 1956, having its ) registered office at c/ o KPMG India Private Limited, ) Lodha Excellus, Apollo Mills Compound, NM Joshi Marg, ) Mahalaxmi, Mumbai 400 011, in the State of Maharashtra. ) … Petitioner Company Mr. D.D Madon, Senior Advocate i/b AZB & Partners, Advocates for the Petitioner Coram: S.J. Vazifdar, J Date: 16th July, 2010 2 PC: 1. Heard learned counsel of the parties. 2. The sanction of the Court has been sought for the reduction of capital as approved in a Special Resolution passed by the Shareholders of the Petitioner Company at an extraordinary general meeting held on 28th day of April, 2010 which resolution was in the words and figures the following: “RESOLVED THAT pursuant to the provisions of Sections 100 to 105 of the Companies Act, 1956, subject to the consent of the Shareholders of the Company at a General Meeting by Special Resolution, and further subject to the confirmation of the Hon’ble High Court at Mumbai and other appropriate authorities including, but not limited to, the Reserve Bank of India, as may be necessary in this regard, the paid up Equity Share Capital of the Company be and is hereby reduced from Rs. 829,04,13,200 (Rupees Eight Hundred and Twenty Nine Crores Four Lakhs Thirteen Thousand and Two Hundred only) consisting of 829,041,320 equity shares of Rs.10 (Rupees Ten) each fully paid up, to Rs. 257,08,88,010/- (Rupees Two Hundred and Fifty Seven Crores Eight Lakh Eighty Eight Thousand and Ten only), consisting of 257,088,801 (Twenty Five Crore Seventy Lakhs Eighty Eight Thousand Eight Hundred and One) equity shares, by extinguishing / cancelling 571,952,519 equity shares by paying off Lehman Brothers Investment Pte Ltd an aggregate sum of Rs. 550,00,00,000/- (Rupees Five Hundred and Fifty Crores only) at a value of Rs. 9.6162 per equity share.” “FURTHER RESOLVED THAT that if pursuant to any requirements imposed by the RBI or pursuant to the requirements of any applicable regulations, the actual amount of capital which can be reduced by the Company is lesser than the amounts resolved to be reduced, then the amount of capital actually reduced shall be such amount which is lesser than Rs. 5,500,000,000, and/or the amount of shares cancelled pursuant to the capital reduction shall such number which is lesser than 571,952,519 shares; such that the capital reduced, and the number of shares cancelled, is to an extent which is in accordance with the requirements of the RBI or applicable regulations.” “FURTHER RESOLVED THAT subject to the approval of the Shareholders of the Company at a General Meeting by Special Resolution after cancellation of the existing share certificates, fresh share certificates be issued to Lehman Brothers Investment Pte Ltd for the reduced number of shares after the aforesaid reduction becomes effective.” 3 be and is hereby confirmed. 3. The reasons for reduction of share capital are stated in paragraph 9 of the Petition. The Board of Directors approved the resolution for reduction of share capital in its Meeting held on 26th April, 2010. 4. An order for dispensation of the procedure and provisions under Section 101(2) of the Companies Act, 1956 was passed by this Court on 11th June, 2010 in Company Summons for Direction No. 341 of 2010. 5. Counsel appearing on behalf of the Petitioner states that they have complied with all statutory requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company undertakes to comply with statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. Undertaking is accepted. 6. Reserve Bank of India vide letter no.380/13.12.40/2010-11 dated 9th July, 2010 has conveyed its no-objection to the Petitioner Company for repatriating excess funds to its parent Lehman Brothers Investments Pte Ltd. This has been so stated in an affidavit dated 16-7-10 of the Petitioner director. The affidavit has annexed to it the RBI Permission. 7. The Petitioner Company has complied with the order of this court dated June 11, 2010 and has given notice of hearing of this Petition in the issues of the English newspapers “Free Press Journal” (Mumbai Edition) on June 30, 2010, in the “Maharashtra Times” in Marathi (Mumbai Edition) on June 30, 2010 and also in the Maharashtra Gazette on June 24, 2010. The Petitioner Company has also filed an affidavit of service as per Rule 30 of the Company (Court) Rules, 1959 on 12th July, 2010. 4 8. None of the parties concerned have come forward to oppose the proposed reduction of share capital. Since, the requisite statutory procedure has been fulfilled; the Petition is made absolute in terms of prayer clause 26 (a) and 26 (b). 9. All concerned parties to act on ordinary copy of order and the form of minutes annexed to this Petition at Exhibit “G” duly authenticated by the Company Registrar, High Court, Bombay. 10. Petitioner to publish notices in the same newspaper i.e. Maharashtra Times in Marathi circulated at Mumbai and the Free Press Journal in English circulated in Mumbai and also in the Maharashtra Government Gazette about the registration of Order and minutes of reduction by the concerned Registrar of Companies, Mumbai, within 21 days from the date of Registration. (S.J. Vazifdar, J)