IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 177 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 183 OF 2010 In the matter of Companies Act, 1956 (1 of 1956); And In the matter of Sections 78 and 100 to 103 of the Companies Act, 1956; And In the matter of Reduction of the share capital (Securities Premium Account) of Tata Technologies Limited Tata Technologies Limited, a Company incorporated under the Companies Act, 1956 and having its Registered Office at 25, Rajiv Gandhi Infotech Park, Hinjawadi, Pune – 411057. Maharashtra. } } } } } ….. Petitioner CORAM: S. J. Kathawalla, J. DATE :16th April, 2010 Mr.Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioner. PC: 1) Heard Learned Counsel for the Petitioner Company 2) This is the Petition for obtaining sanction of the court under Section 78 read with Sections 100 to 103 of the Companies Act, 1 1956 to approve the reduction of share capital (Securities Premium Account) of the Petitioner Company as approved by Special Resolution of the Equity Shareholders at their Extra Ordinary General Meeting held on 5th March 2010. 3) The reasons for reduction of paid-up Share Capital are stated in Paragraph 5 of the Petition. 4) In Paragraph 13 of the Petition, interalia, it is stated that the reduction of the Share Capital (Securities Premium Account) does not involve any financial outlay/ outgo on the part of the Petitioner Company and is only in the nature of book entry and that the reduction of the Share Capital (Securities Premium Account) does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid-up capital nor is any call being waived and therefore the procedure under Section 101 (2) of the Companies Act, 1956 does not apply to the proposed reduction. 5) An order of dispensation was passed by the Hon’ble Court in respect of the procedure under Section 101(2) of the Companies Act, 1956 on 19th March 2010 and further Order on 25th March 2010 in Company Summons for direction No. 183 of 2010 filed by the Petitioner Company. 6) The Counsel appearing on behalf of the Petitioner Company states that they have complied with the statutory requirements as per the directions of this Court and they have filed necessary 2 affidavits of compliance in this Court. Moreover, the Petitioner Company undertakes to comply with the statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The undertaking is accepted. 7) None of the parties concerned have come forward to oppose the proposed reduction. Since the requisite statutory procedure has been fulfilled, the Petition is made absolute in terms of prayer clauses (a) and (b) of the Petition. 8) All concerned parties to act on an ordinary copy of the order and the form of minutes annexed to this Petition. Petitioner Company to publish notices in the same newspapers i.e. Prabhat in Marathi and Sakal Times in English both having circulation in Pune and also in the Maharashtra Government Gazette about registration of Order and minutes of the reduction by the Concerned Registrar of Companies, Mumbai. 9) Filing and issuance of drawn up Order is dispensed with. (S. J. Kathawalla, J) 3