IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 207 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 241 OF 2010 In the matter of Sections 78 and 100 to 104 of the Companies Act, 1956; And In the matter of reduction of the Issued, Subscribed and Paid-up Equity Share Capital of MECS India Private Limited from Rs. 3,56,00,000/- divided in to 35,60,000 Equity shares to Rs. 35,60,000/- divided into 35,60,000 Equity Shares of Re. 1/- each. MECS India Private Limited, a ] company incorporated under the Companies ] Act, 1956 having its registered office at 110, ] L.B.S. Road, Vikhroli (West), Mumbai 400 098 ]… Petitioner Mr. Yogesh Adhia, Advocate for the Petitioner Coram:- S. J. Kathawalla, J. Dated:- 7th May 2010 PC: 1. Heard learned counsel for the Petitioner. 2. The sanction of the Court has been sought for the reduction of the issued, subscribed and paid-up share capital of the Petitioners Company from Rs 3,56,00,000 [Rupees Three Crores, Fifty Six -2- Lakhs Only] divided into 35,60,000 equity shares of Rs.10/- each, to Rs 35,60,000/- [Rupees Thirty Five Sixty Thousands Only] divided into 35,60,000 equity shares face value of Re.1/- each by making repayment of paid-up capital of Rs. 9/- (Rupees Nine) per share to each of the equity shareholders aggregating to Rs. 3,20,40,000/- (Rupees Three Crores Twenty Lacs Forty Thousand) to be paid out of the available balance with the Company. 3. The reasons for reduction of share capital are stated in paragraph 7 of the Petition. The Board of Director approved the resolution for reduction of share capital in its Meeting held on 7th December 2009. The shareholders of the Petitioner Company approved the proposed reduction by Special Resolution dated 14th January 2010 passed at the Extra-ordinary general meeting of the Petitioner held on 14th January 2010. 4. An order for dispensation of the procedure under Section 101(2) of the Companies Act, 1956 was passed by this Court on 9th April 2010 in Company Summons for Direction No. 241 of 2010. 5. Counsel appearing on behalf of the Petitioner states that the Petitioner has complied with all statutory requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company undertakes to comply with statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 6. None of the parties concerned have come forward to oppose the proposed reduction of share capital. Since, the requisite statutory procedure has been fulfilled; the Petition is made absolute in terms of prayer clause (a) and (b). -3- 7. All concerned parties to act on ordinary copy of order and the form of minutes annexed to this Petition, being Exhibit “I”, duly authenticated by the Company Registrar, High Court, Bombay. 8. The Petitioner to publish notices in the same newspapers i.e. Free Press Journal, Mumbai Edition in English and Maharashtra Times, Mumbai Edition in Marathi and also in the Maharashtra Government Gazette about registration of Order and minutes of reduction by the concerned Registrar of Companies, Mumbai, within 21 days from the date of Registration. (S. J. Kathawalla, J.)