IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.678 OF 2009 In the matter of the Companies Act, 1956; AND In the matter of Section 78 & 100 to 104 of the Companies Act, 1956; AND In the matter of Reduction of Securities Premium of Essar Investments Limited Essar Investments Limited a ) Company incorporated under ) the Companies Act, 1956 and ) having its Registered Office at Essar ) House, 11 Keshavrao Khadye Marg, ) Mahalaxmi, Mumbai – 400 034, ) Maharashtra. ).. Petitioner CORAM: S. J. KATHAWALLA J. DATED: 20TH AUGUST, 2009 2 Mr.Amish Shroff i/b Rajani Associates, Advocate for Petitioner. P.C. 1. Heard learned Counsel for the Petitioner. 2. The sanction of the Court has been sought for the reduction of Securities Premium Account of the Petitioner, as approved by the Share holders of the Petitioner at an extraordinary General Meeting held on 29th May, 2009. 3. The reasons for reduction of Securities Premium account are stated in paragraph 10 of the Petition. The Board of Directors approved the resolution for reduction of Securities Premium account in its meeting held on 15th April, 2009. 4. In paragraph 17 the Petitioner has inter alia, stated that the proposed reduction in Securities premium does not involve any financial outlay and is only in the 3 nature of book entry and that the said reduction does not involved 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. It is further stated that the creditors of the Petitioner are also in no way affected by the proposed reduction of the Securities Premium as their is no reduction in the amount payable to any of the Creditors, no compromise or arrangement is contemplated with the Creditors and also there is no reduction in the security, which the creditors may have in the Petitioner and that the proposed adjustment would not in any way adversely affect the ordinary operations of the Petitioner of the ability of the Petitioner to honor its commitments or to pay its debt in the ordinary course of business. Therefore, the Petitioner has submitted that the procedure under section 101(2) of the Companies Act, 1956 does not apply to the proposed reduction and that the same be dispensed with. 4 In view of the above statement, the procedure under section 101(2) of the Companies Act is hereby dispensed with. 5. Counsel appearing on behalf of the Petitioner states that they have complied with all statutory requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner also undertakes to comply with statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 6. None of the parties concerned have come forward to oppose the proposed reduction of Securities Premium account. Since the requisite statutory procedure has been fulfilled, the Petition has been made absolute in terms of prayer clauses (a) and (b). 5 7. All concerned parties to act on ordinary copy of order and the Form of Minutes annexed to this Petition as Exhibit ‘E’, duly authenticated by the Company Registrar. 8. Petitioner to publish notices in the same Newspapers i.e. Maharashtra Times in Marathi and Free Press Journal in English and also in the Maharashtra Government Gazette about Registration of Order and Minutes of reduction by the concerned Registrar of Companies, Mumbai, within 21 days from the date of registration. [S. J. KATHAWALLA J.]