1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 228 OF 2011 In the matter of Companies Act, 1956; And In the matter of Sections 100 to 105 of the Companies Act, 1956 And In the matter of Reduction of Share Capital of Anand Laxmi Securities Limited Anand Laxmi Securities Limited ) a company Incorporated under the ) provisions of Companies Act, 1956, having its ) registered office at 417/A, Anjani Complex, ) Pereira Hill Road, Opp. Gurunanak Petrol Pump ) Near Cinemax Theatre, Andheri (East), ) Mumbai – 400 099 ) ………Petitioner Company CORAM: S. J. KATHAWALLA, J DATE: 10 TH JUNE 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 Equity Share Capital of the Petitioner Company as approved by its Equity Shareholders in their Extraordinary General Meeting held on 28th December 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. 2 4. The Counsel for the Petitioner draws my attention to paragraph 8 of the Petition wherein it is averred that the Board of Directors of the Petitioner have undertaken a financial review of the Company and have noticed that the capital employed in the Company is in excess of its requirements. The proposed reduction in the capital will result in a reduction in the overall capital employed in the business and thereby enhance the return on equity and capital employed. The Board deliberated on the issue and decided to cancel 9,50,000 Equity shares of Rs. 10/- each by paying Rs. 11.50 per share aggregating to Rs. 1,09,25,000/- out of the Cash & Bank Account available with the Petitioner Company. 5. Moreover the shareholders of the Petitioner Company have passed a unanimous Special Resolution in their Extra Ordinary General Meeting held on 28th December 2010 and a copy of the said Resolution is also annexed as Exhibit-D to the Petition. 6. In paragraph 12 it further stated that the proposed cancellation/reduction and payment to shareholder does not in any way affect the rights of the creditors of the Petitioner Company as company has no outstanding Secured, trade or other creditors. 6. None of the parties concerned have come forward to oppose the proposed reduction of Equity Share Capital. All the provisions of law appear to have been complied with. 7. In light of the above, Mr. Sethi appearing for the Petitioner seeks sanction of this Court to the reduction of Equity Share Capital. The Petition is accordingly made absolute in terms of prayer clauses (a) and (b). 8. 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 3 concerned Registrar of Companies, Mumbai, within 21 days from the date of registration. 9. Filing and issuance of drawn up order is dispensed with. 10. 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)