1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 312 OF 2011 In the matter of Companies Act, 1956 (I of 1956); AND In the matter of Sections 100 to 104 read with section 78 of the Companies Act, 1956; AND In the matter of Reduction of Capital (Securities Premium) of Mentor Capital Limited. Mentor Capital Limited a Company incorporated under the Companies Act, 1956 and having its Registered Office at 713, Raheja Centre, Nariman Point, Mumbai - 400 021. } } } } … Petitioner Company CORAM: S. J. KATHAWALLA, J DATE: 5TH AUGUST 2011 Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioner P.C.: 1. Heard the learned counsel for the Petitioner. 2. This is a petition seeking approval to the reduction of the Securities Premium Account of the Petitioner Company as approved by its Equity Shareholders in their Extraordinary General Meeting held on 15th April, 2011. 3. The Petitioner has complied with all statutory requirements as per directions of this Court and has filed necessary affidavit of compliance in the Court. Moreover, the Petitioner Company undertakes to comply with statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 2 4. The Counsel for the Petitioner draws my attention to paragraph 8 and 9 of the Petition wherein it is averred that the Petitioner Company had recently initiated restructuring exercise pursuant to which six Transferor Companies namely Amit Business Limited, Kasara Financial Services Private Limited, Thadeshwar Financial Services Private Limited, Swastik Finance and Investment Services Private Limited, Gorgeous Financial Advisor Private Limited, Glod Flag Trading Company Private Limited, were merged into the Petitioner Company in pursuance of order passed on 10th March , 2010. 5. The Counsel for the Petitioner states that after the above consolidation, the Company has Goodwill Account appearing in its books of account, the impact of which has affected the performance of the Company and therefore, the Company considers it to be prudent to undertake a scheme of financial structuring by utilising its Securities Premium Account for eliminating the debit balance in the Goodwill Account. It is proposed to set-off the debit balance in the Goodwill Account as on March 31, 2011 to the extent of Rs.125,05,09,144 (Rupees One Twenty Five Crores Five Lacs Nine Thousand One Hundred Forty Four only) against the credit balance in the Securities Premium Account. The Petitioner Company’s Balance Sheet for the financial year ended on March 31, 2011 will incorporate the above adjustments, upon confirmation by this Court and registration of the order and minute of reduction. 6. The Board of Directors of the Petitioner Company in their meeting held on March 21, 2011 considered and approved the proposal for utilization of Securities Premium Account of the Company pursuant to the provisions for reduction of capital under Sections 100 to 104 read with section 78 and other applicable provisions, if any, of the Companies Act, 1956. 7. An Extra Ordinary General Meeting of the Petitioner Company was held on 15th April 2011 and special Resolution was unanimously passed approving the proposed Reduction . 3 8. In light of the above, Mr. Sethi appearing for the Petitioner seeks sanction to the reduction of Securities Premium Account. 9. All the provisions of law appear to have been complied with. None of the parties concerned have come forward to oppose the Petition. 10. The Petition is accordingly made absolute in terms of prayer clauses (a) to (c). 11. Petitioner to publish notices in “Free Press Journal” and “Maharashtra Times”, Mumbai Editions 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. 12. Filing and issuance of drawn up order is dispensed with. 13. All concerned parties to act on a copy of this order and the Form of Minutes annexed to this Petition, duly authenticated by the Company Registrar, High Court, Bombay. (S. J. KATHAWALLA, J)