1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 259 OF 2010 In the matter of Companies Act, 1956(1 of 1956); And In the matter of Sections 78 read with Sections 100 to 103 of the Companies Act, 1956; And In the matter of Reduction of the Securities Premium Account of De Beers India Private Limited (“the Petitioner Company”) De Beers India Private Limited, company incorporated under the Companies Act, 1956 and having its Registered Office at Advanced Business Centre, 83, Maker Chamber VI, Nariman Point, Mumbai - 400 021 } } } } } ...............… Petitioner Company CORAM: S. J VAZIFDAR .J DATE: 18th June, 2010 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocate for the Petitioner P.C:- 1. Heard the learned Counsel for the parties. 2. This is a Company Scheme Petition for seeking Courts approval for reduction of the Securities Premium Account of the Petitioner Company as approved by the Equity Shareholders in the Extra Ordinary General Meeting held on 25th August 2009. It is stated that the said meeting of Equity Shareholders was attended by all the shareholders of the Petitioner Company either in person or by proxy. Accordingly, the Equity Shareholders present at the meeting unanimously passed Special Resolution by virtue of which an amount of Rs. 791,027,672 (Rupees Seven Hundred Ninety One Million Twenty Seven Thousand Six Hundred Seventy Two Only) from the Securities Premium Account of the Petitioner Company be reduced and utilized for 2 adjusting the debit balance in the Profit & Loss Account as at March 31, 2009. Extract of the Special Resolution is annexed as Exhibit -F to the Company Petition. 3. The reasons for reduction of the Securities Premium Account is stated in paragraph 4 of the Petition and it stated that Board of Directors have undertaken a financial review of the Company and have noticed that the improvements in the performance of the Petitioner Company cannot be appropriately reflected unless the past losses be wiped off. Therefore, in pursuance of its operating initiatives, it is considered necessary that the Petitioner Company also undertake financial restructuring so as to right size its balance sheet by utilizing the securities premium account for eliminating a part of debit balance in the profit and loss account. 4. Counsel appearing on behalf of the petitioners states that they have complied with all statutory requirements as per the 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 thereunder. 5. 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 the prayer clauses (a) to (c). 6. In light of above Mr. Hemant Sethi, Counsel, appearing for the Petitioner Company seeks sanction to the reduction of Securities Premium Account. 7. All concerned parties to act on ordinary copy of order and the form of minutes annexed to this Petition duly authenticated by the Company Registrar, High Court Bombay. 8. Petitioner to publish notices in the same newspapers i.e. Maharashtra Times in Marathi and Free Press Journal in English and also in the Maharashtra Government Gazette about registration of Order and minutes of reduction by the concerned Registrar of Companies, Mumbai. (S. J. VAZIFDAR J)