: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.1035 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1654 OF 2008 In the matter of Reduction of Capital (Securites Premium Account) of Tata Investment Corporation Ltd. Tata Investment Corporation Ltd. ..Petitioner Company. Mr.Rajesh Shah i/b.Rajesh Shah & Co. for the Petitioners. CORAM : S.J. VAZIFDAR, CORAM : S.J. VAZIFDAR, CORAM : S.J. VAZIFDAR, DATED : DATED : DATED : 30TH JANUARY, 2009 30TH JANUARY, 2009 30TH JANUARY, 2009 P.C. : P.C. : P.C. : The confirmation of the Court has been sought for the reduction of Securities Premium Account as approved in a Special Resolution passed by the equity shareholders of the Petitioner company at an extraordinary general meeting held on 2.12.2008 and by the holders of the Zero Coupon Convertible Bonds at the General Meeting held on the same date, in terms of the following Minutes : "To utilise a sum upto Rs.35,00,00,000 (Rupees Thirty Five Crores) presently standing to the credit of the Securities Premium Account of the Company, by allocating a sum not exceeding Rs.35,00,00,000 (Rupees Thirty Five Crores) to be utilised for : 2 : making provisions/adjustments from time to time, which may be required to be made hereafter for diminution in value of investments and/or reutilization/readjustment thereof including passing of such accounting entries and/or making such adjustments in the books of accounts as are considered necessary, in terms of the Special Resolution passed by the Equity Shareholders at the Extra Ordinary General Meeting held on 2nd December, 2008 and by the holders of the Zero Coupon Convertible Bonds at the General Meeting held on the same date." 2. By an order dated 9.1.2009 in C.A. No.1654 of 2008 the procedure under Section 101(2) of the Companies Act, 1956 was dispensed with. 3. The Petitioner has complied with the procedure and other requirements including the provisions of Sections 78 and Section 100 of the Companies Act, 1956. The Petitioner has published the advertisement of the final hearing of the matter in Maharashtra Times, Mumbai Edition in Marathi and Free Pess Journal, Mumbai Edition in English and also in Maharashtra Government Gazette. The Bombay Stock Exchange Ltd. and National Stock Exchange of : 3 : India Ltd. have given their no objection to the said reduction in terms of Exhibit "G1" and Exhibit "G2" to the petition. 4. In the circumstances, the following order is passed :- i) The petition is made absolute in terms of prayer clauses (a) and (b). The form of minute in Exhibit - ‘H’ to the petition is approved. ii) The Petitioner to publish notices in the same newspapers i.e. Maharashtra Times, Mumbai Edition in Marathi and Free Press Journal, Mumbai Edition in English and also in Maharashtra Government Gazette about registration of order and Minutes of reduction by the concerned Registrar of Companies, Maharashtra, Mumbai within 14 days from the date of registration. iii) All concerned parties to act on an ordinary copy of the order and the form of minutes annexed to the petition duly authenticated by the Company Registrar, High Court, Bombay. : 4 : ***