Company Pet.No. 16/2008. 27.3.2009. Present: Mr.B.C.Negi and Mr.Aman Sood & Mr.Pramod Singh, Advocates for the petitioner. The petitioner has placed on record (‘Mark-A’) the draft of order confirming reduction of share premium account approving minutes in terms of Rule 63 of Companies (Court) Rules, 1959 the body of which is reproduced verbatim as under: “ORDER CONFIRMING REDUCTION OF SHARE PREMIUM ACCOUNT AND APPROVING MINUTE: Upon the petition of Morepen Laboratories Limited, presented on the 20th day of March 2009, upon hearing Shri U.K.Chaudhary, Senior Advocate for the petitioner, and upon reading the said petition and the affidavit in support thereof of Shri Rajiv Jain filed on the 3rd day of October, 2008, and the exhibits therein referred to, and upon perusing “Hindustan Times” and “Amar Ujala” daily, Chandigarh editions dated 14th January, 2009, containing the notice of the date of hearing of this petition. None of the creditors or shareholders appearing in person or by advocate, and the court being satisfied that the interest of the creditors would not be affected, THIS COURT DOTH ORDER: (1) That the reduction of the Share Premium Account of the above company resolved on and effected by the special resolution passed at the Annual General Meeting of the said company held on the 4th day of July, 208, which resolution was in the words and figures following, viz. “RESOLVED THAT pursuant to the provisions of Section 100 and other applicable provisions, if any, of the Companies Act, 1956 and subject to the confirmation of the Court, the sum of Rs. 52330.65 lacs lying in the Share Premium Account of the Company be hereby reduced by adjusting a sum of Rs. 44210.25 lacs against accumulated losses/Deferred Revenue Expenses of the Company as on March 31, 2008. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take all necessary actions with a view to give effect to this resolution, and be also authorized inter-alia to appoint Advocates and authorized officers of the Company to file and verify petition, affirm Affidavit, appear in Courts and to do all acts, deeds and things on behalf of the Company as may be necessary to be done in this connection.” Be and the same is hereby confirmed. (2) That the minute set forth in the schedule hereto be and is hereby approved. (3) That a certified copy of this order including the minute as approved be delivered to the Registrar of Companies within 21 days from this date. (4) That notice of the registration by the Registrar of Companies of this order and of the said minute be published once each in “Hindustan Times” and “Amar Ujala” daily, Chandigarh editions within 14 days of the registration aforesaid. (5) That the company shall add the words “and reduced” in its name as the last words for a period of two years from the date of order. (6) That the cause of reduction is that in past few years, the company has incurred substantial losses, on account of its business operations. The company proposed to utilize share premium account by adjusting the accumulated losses so that the balance sheet reflects a true and fair financial health of the company. The management of the company has been making constnt efforts to revive the business and has brought in equity investors to infuse funds for its rehabilitation and business growth of the company. However the company can attract a better and large investment when the accumulated losses are wiped off and the balance sheet of the company is restructured to reflect true and fair state of its business and financial affairs, by taking recourse of the process of reduction of capital so as to put it back on faster growth track. The reduction of share premium account does not involve any diminution of liability in respect of unpaid share capital nor does it involve the payment to the shareholders or any call being waived by the company. The reduction does not involve any outgo of funds in any manner whatsoever, to the shareholders of the company or to the any class of creditors” Considered. Except para-6 of the draft. The draft is in conformity of Form 30 of the Companies (Court) Rules, 1959. Thus except para-6 above, rest is approved. The petitioners have placed on record (‘Mark- B’) draft of the minutes of the BOD showing the statement setting out causes that led to reduction of share premium account is also reproduced as follows: “The cause of reduction of Share Premium Account is that in past few years, Morepen Laboratories Limited (hereinafter referred to as ‘the Company’) has incurred substantial losses, on account of its business operations. The company proposed to utilize share premium account by adjusting the accumulated losses so that the balance sheet reflects a true and fair financial health of the company. The management of the company has been making constant efforts to revive the business and has brought in equity investors to infuse funds for its rehabilitation and business growth of the company. However the company can attract a better and large investment when the accumulated losses are wiped off and the balance sheet of the company is restructured to reflect true and fair state of its business and financial affairs, by taking recourse of the process of reduction of capital so as to put it back on faster growth track. The reduction of share premium account does not involve any diminution of liability in respect of unpaid share capital nor does it involve the payment to the shareholders or any call being waived by the company. The reduction does not involve any outgo of funds in any manner whatsoever, to the shareholders of the company or to the any class of creditors. Bipin C Negi, Promod Kumar Singh & Aman Sood, Advocate, Lux Veritas Advocates & Solicitors, G- 14, LGF Lajpat Nagar-III New Delhi-110024”. The above statement is prima facie in conformity with the pleadings. It is also approved. Now the matter stands disposed of. Copy Dasti on usual terms for compliance as per order dated 20th March, 2009 passed in the petition. (Surinder Singh),J. March 27,2009(R)