IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1550 OF 2008 IN COMPANY PETITION NO.740 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1239 OF 2008 In the matter of Reduction of the Securities Premium Account of Godrej Consumer Products Limited GODREJ CONSUMER PRODUCTS LIMITED ….Petitioner Company. Mr. Virag V. Tulzapurkar with Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioner. CORAM: A. M. Khanwilkar J. DATE : 19 th December, 2008 PC: 1. Heard learned counsel for the parties. 2. The present Company Application is filed for carrying out the amendment in the order passed on 5th day of September, 2008. 3. The sanction of the Court has been sought for the amendment in the order dated 5th September 2008 passed 1 by this Court confirming reduction of Securities Premium Account, in terms of the following Minutes : “ The Securities Premium Account of the Petitioner Company of Rs.3,93,23,42,552 (Rupees Three Hundred and Ninety Three Crores Twenty Three Lacs Forty Two Thousand Five Hundred and Fifty Two) is henceforth reduced by Rs.31,26,13,775 (Rupees Thirty One Crores Twenty Six Lacs Thirteen Thousand Seven Hundred and Seventy Five) to Rs.3,61,97,28,777 (Rupees Three Hundred and Sixty One Crores Ninety Seven Lacs Twenty Eight Thousand Seven Hundred and Seventy Seven) on account of adjusting the Intangibles– Trade Marks and Brands (subject to Deferred Tax adjustment, if any).” 4. On 5th September, 2008, this Hon’ble High Court of Bombay has passed the Order confirming the said Reduction. It has stated in the affidavit filed in support of the present Company Application that the Form of Minute annexed to the said Order has been registered with the Registrar of Companies on 17th October, 2008. It has further stated that as per the direction of this Court, a Notice of Registration of Order confirming reduction of Securities Premium Account and Minutes thereof have been published in ‘Free Press 2 Journal’ in English and ‘Maharashtra Times’ in Marathi, both circulated at Mumbai and also in the Official Gazette. 5. On 5th December, 2008, this Hon’ble High Court of Bombay has directed the Company Registrar to appoint the Chartered Accountant from the empanelment of the Official Liquidator for scrutiny and submitting the report on the above matter. Accordingly, the Company Registrar has appointed M/s. S. V. Godbole & Co., Chartered Accountant for the Scrutiny. 6. M/s S.V. Godbole & Co., Chartered Accountant has now filed his report in the above matter stating that the amount of Rs.31,26,13,775 (Rupees Thirty One Crores Twenty Six Lacs Thirteen Thousand Seven Hundred and Seventy Five), being reduction in the balance of the Securities Premium Account is correct. 7. In the light of the report filed by the said Chartered Accountant, the present Application is made absolute in terms of prayer clause (a) to (c). 8. All concerned parties to act on a copy of this order duly authenticated by the Registry and the form of minutes annexed to this Application. Applicant to publish notices in the same newspapers about registration of Order and 3 minutes of reduction of Securities Premium Account by the concerned Registrar of Companies, Mumbai and also publication of Notice of registration of Order and Minutes of reduction of Securities Premium Account to be published in the Official Gazette. (A. M. Khanwilkar J.) 4