1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 767 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 848 OF 2010 In the matter of Companies Act, 1956 And In the matter of Sections 100 to 104 read with Section 78 and Section 80 of the Companies Act, 1956 And In the matter of Reduction of Equity Share Capital, Securities Premium Account and Capital Redemption Reserve Account of Avitel Productionz Limited Avitel Productionz Limited, a company incorporated ) under the provisions of the Companies Act, 1956 ) having its registered office at A/7, Vimal Udyog Bhavan,) Taikalwadi Road, Mahim (West), ) Mumbai – 400 016 ) ………Petitioner Company CORAM: S. C. DHARMADHIKARI, J DATE: 28TH JANUARY 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 Equity Share Capital, Securities Premium Account and Capital Redemption Reserve Account of Avitel Productionz Limited as approved by the Equity Shareholders of the Petitioner Company in their Extraordinary General 2 Meeting held on 29th November, 2010. 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. 4. In paragraph 7 of the Petition, it is averred that the Company has un-utilized cash which would not be deployed immediately for any specific purposes in the absence of business opportunities. Further, Avitel Post Studioz Limited, the parent company, which has made investments in the Petitioner Company, wishes to exit the Petitioner Company and utilize the cash for its own business purposes. In addition, one of the shareholder had also requested for an exit opportunity. 5. In view of the above, the Board of Directors of the Petitioner Company passed a Resolution on 30th October, 2010, approving the reduction of the Equity Share Capital, Securities Premium Account and Capital Redemption Reserve Account of Avitel Post Studioz Limited and Rishab Jain for a consideration not exceeding Rs. 10.50/- per equity share . 6. Accordingly, at an Extraordinary General Meeting of the Petitioner Company held on 29th November 2010 and Special Resolution was unanimously passed. The Resolution is reproduced in paragraph 15 of the Petition. 7. An order for dispensation of the procedure under Section 101(2) of the Companies Act, 1956 was passed by this Court on 23rd December 2010 in Company Summons for Direction No .848 of 2010 . 8. In light of the above, Mr. Sethi appearing for the Petitioner seeks sanction 3 to the reduction of Equity Share Capital, Share Premium Account and Capital Redemption Reserve. 9. None of the parties concerned have come forward to oppose the proposed Equity Share Capital, Share Premium Account and Capital Redemption Reserve . All the provisions of law appear to have been complied with. 10. The Petition is accordingly made absolute in terms of prayer clauses (a) & (b). 11. Petitioner to publish notices in the “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. 10. Filing and issuance of drawn up order is dispensed with. 11. 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. C. DHARMADHIKARI, J)