:1: IN IN IN THE HIGH COURT OF JUDICATURE AT BOMBAY THE HIGH COURT OF JUDICATURE AT BOMBAY THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORDINARY ORDINARY ORIGINAL CIVIL JURISDICTION ORIGINAL CIVIL JURISDICTION ORIGINAL CIVIL JURISDICTION COMPANY COMPANY COMPANY PETITION NO. 1064 OF 2008 PETITION NO. 1064 OF 2008 PETITION NO. 1064 OF 2008 WITH WITH WITH COMPANY COMPANY COMPANY APPLICATION NO. 1679 OF APPLICATION NO. 1679 OF APPLICATION NO. 1679 OF 2008 2008 2008 In the matter of Companies Act, 1956. And In the matter of Reduction of the Securities Premium Account of Godrej Agrovet Ltd. Godrej Agrovet Limited. ... Petitioner Company. Mr. Rajesh Shah for the Petitioner. ..... CORAM CORAM CORAM : S.C. DHARMADHIKARI,J. : S.C. DHARMADHIKARI,J. : S.C. DHARMADHIKARI,J. 26TH 26TH 26TH FEBRUARY 2009. FEBRUARY 2009. FEBRUARY 2009. P.C. P.C. P.C. : : : . The Petition has been placed for hearing and final disposal pursuant to the order passed on 22nd January 2009. 2. Mr. Rajesh Shah, learned Advocate appearing for Petitioners tenders affidavit proving publication of notices in two Newspapers and the Government Gazette. He states that no objection has been received pursuant to the publication. 3. The Petitioner has filed this Application praying that it be allowed to utilize the Securities Premium Account as approved by the Company in terms of the Special Resolution passed by the Shareholders at their :2: Extra-ordinary General Meeting held on 4th December 2008. Mr. Shah invites my attention to the averments in the Petition and states that only as a business proposition, the Board of Directors resolved to undertake a financial restructuring. The balance standing to the credit of the Security Premium Account as on 1st April 2008 is the subject matter of the Boards Decision. A substantial sum was lying in this account and the Board resolved that an amount not exceeding Rs.13.00 crores should be utilized/adjusted for writing off the balance in Intangible Assets Account - Trade Marks. The certificate was obtained from the statutory auditors. This certificate was obtained after the Board Resolution was passed. The adjustments are to be incorporated subject to the sanction of this Court in the Accounts for the financial year ending 31st March 2009. The purpose of restructuring is set out in para 7 and Article 8 of the Articles of Associations of the Petitioners are referred to in this behalf. Thereafter, an Extra-ordinary General Meeting of the Shareholders was convened at which a Resolution was passed on 4th December 2008. 4. Having perused the Petition and the Annexures thereto, I am satisfied that the requirements stipulated by Section 78 r/w. Sections 100 to 103 of the Companies Act, 1956 have been complied with. In the light of the statements made in para 15 of the Petition and considering that the financial restructuring does not involve either :3: the diminution of any liability in respect of unpaid capital or payment to Shareholders that the relief is being granted. Further, there are no objections received pursuant to the publication of the notice. The Petition sets out the necessary particulars and declarations. It complies with the requirements stipulated by law as well. 5. Hence, Company Petition is made absolute in terms of prayer clauses (a) and (b). (S.C. (S.C. (S.C. DHARMADHIKARI,J.) DHARMADHIKARI,J.) DHARMADHIKARI,J.)