IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 740 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1239 OF 2008 In the matter of Reduction of the Securities Premium Account of Godrej Consumer Products Limited GODREJ CONSUMER PRODUCTS LIMITED Petitioner Company. Mr. Virag V. Tulzapurkar with Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioner. CORAM: S A BOBDE, J. DATE : 5th SEPTEMBER, 2008 PC: 1. Heard learned counsel for the Petitioner Company. 2. The confirmation of the Court has been sought for the of the reduction of share capital as approved in a Special Resolution passed by the Shareholders of the Petitioner Company at an extraordinary general meeting held on 3rd July 2008, in terms of the following Minutes : “The Securities Premium Account of the Petitioner Company of Rs.393,23,42,552 (Rupees Three Hundred and Ninety Three Crores Twenty Three Lacs Forty Two Thousand Five Hundred and Fifty Two) is henceforth reduced by Rs.38,26,59,515 (Rupees Thirty Eight Crores Twenty Six Lacs Fifty Nine Thousand Five Hundred and Fifteen) to Rs. 354,96,83,087 (Rupees Three Hundred and Fifty Four Crores Ninety Six Lacs Eighty Three Thousand and Eighty Seven) on account of adjusting the Intangibles– Trade Marks and Brands (subject to Deferred Tax adjustment, if any).” 3. An order of dispensation was passed by this Court in respect of the procedure under Section 101(2) of the Companies Act, 1956 on 8th August 2008 in the Company Application No.155 of 2008. 4. The counsel of the Petitioner Company informs the court that the petitioner shall comply with the applicable provisions of law. 5. In these circumstances, the requisite statutory procedure has been fulfilled and complied with. 6. One of the shareholders, Mr. Bhupendra Gandhi, holding 10 shares, had written a letter dated June 16, 2008 (before the date of Extraordinary General Meeting) to the Petitioner Company raising queries on such reduction of Securities Premium Account. A copy of the said letter was also sent to the Ministry of Corporate Affairs. 7. The Extraordinary General Meeting of the Petitioner Company was held on July 3, 2008. Mr. Bhupendra Gandhi, was also served with the notice of the Extraordinary General Meeting and Explanatory Statement. However, he has neither attended the EGM nor appointed any proxy to attend and vote on his behalf. 8. Special resolution approving the reduction of Securities Premium Account was approved unanimously by all the shareholders voting on the resolution. Article 8 of the Articles of Association of the Petitioner Company permits reduction as sought for in the Petition. 9. The Registrar of Companies, on direction of the Regional Director, Ministry of Corporate Affairs, has sent a letter dated August 6, 2008 to the Petitioner Company seeking certain clarification. The Petitioner Company has received this letter on August 26, 2008 and has replied to it on August 28, 2008. The Petitioner Company has also furnished a copy of this Petition to Mr. Bhupendra Gandhi on August 12, 2008. 10. Petitioner Company has complied with the provisions of the Section 78 and Section 100of Companies Act, 1956 and complied with directions given by this Court to publish advertisement of the final hearing of the matter in Maharashtra Times and Free Press Journal and also in Official Gazette. Petitioner Company has also made an announcement on the Bombay Stock Exchange and National Stock Exchange of date of final hearing of this Petition. The Bombay Stock Exchange and National Stock Exchange have given their no objection to the said reduction in terms of Exhibit ‘I’ and Exhibit ‘J’ to the Petition. 11. The said shareholder has not filed any affidavit with this Court objecting to the said reduction and no other objections have been received so far. There is no reason why the reduction should not be confirmed. 12. Hence the Petition is made absolute in terms of prayer clause (a) and (b). The form of minute in exhibit ‘H’ to the Petition is approved. 13. All concerned parties to act on ordinary copy of order and the form of minutes annexed to this petition. Petitioner to publish notices in the same newspapers about registration of Order and minute of reduction of Securities Premium Account with the Registrar of Companies, Mumbai, and Notice of registration of Order and Minute of reduction of Securities Premium Account to be published in Official Gazette. (S. A. BOBDE, J.)