IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITION COMPANY PETITION NO 40 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 36 OF 2008 In the matter of Section 100 to 105 of the Companies Act,1956. Blue Blends (India) Limited…… ….. Petitioner Company CORAM: A.M.KHANWILKAR, J. DATE: 22nd February 2008 Rafeeq Peermohideen i/b Munir Merchant, Advocate for the Petitioner. P.C 1 This is a Petition for seeking Court’s approval for reduction of the Share Capital by way of utilization of Share/Securities Premium Account an amount of Rs. 12,95,79,938/- to write off the accumulated losses of the Company as approved by the Equity Shareholders, in their meeting held on 26th September 2006. 2 An order of dispensation of the procedure prescribed under Section 101(2) of the Companies Act, 1956, was passed by this Hon’ble Court on 25th January 2008 in Company Application No. 36 of 2008. 3 The reasons for reduction of Share capital are stated in paragraph 5 (c) and 7 of the Petition. 4 In paragraph 14 it is further stated that proposed reduction in capital does not involve any financial outlay outgo on the part of the Petitioner and as such will not cause any prejudice to the creditors of the Petitioner and that reduction of Capital does not involve either diminution of any liability in respect of unpaid Capital or payment to any shareholder of any paid-up capital. Further the proposed adjustment would not in any way adversely affect the ordinary operations of the Petitioner. 5 The Petitioner had send notices to all its Equity shareholders alongwith explanatory statement in compliance with provisions of the Act for convening Annual General Meeting on 26th September 2006 in which Special Resolution was unanimously passed by all the Equity shareholders. The said Resolution is annexed at Exhibits “C2” to the Petition. The Affidavit of service has been filed proving publication of notices in newspapers. 6 The counsel appearing for Petitioner state that the Petitioner shall comply with the provisions of Law as upheld by the Court of Law. 7 Having perused the Petition and the annexures thereto, and since no objection has been received, the Petition is made absolute in terms of prayer clause (a) and (b). 8 All concerned parties to act on ordinary copy of order and the form of minutes annexed to this Petition. Petitioner to publish notices in the same newspapers i.e. ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi and also in the Maharashtra Government Gazette about registration of Order and minutes of reduction by the concerned Registrar of Companies, Mumbai. (A. M. Khanwilkar J)