IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.749 OF 2009 In the matter of the Companies Act, 1956; AND In the matter of Section 100 to 104 of the Companies Act, 1956; AND In the matter of Reduction of Share Capital of Polygenta Technologies Limited. Polygenta Technologies Limited a company incorporated under the Companies Act, 1956, having its Registered Office at 128, Jolly Maker Chambers II, Nariman Point, Maharashtra, Mumbai 400021 ) ) ) ) ) ) …Petitioner Company Coram: S. J. Kathawalla, J. Dated: 18th September, 2009 Mr. Amish Shroff i/b Rajani Associates, Advocate for Petitioner P.C.: 1. Heard learned council for the Petitioner; 2. The sanction of the Court has been sought for the reduction of Share Capital of the Petitioner as approved by the shareholders of the Petitioner at an extraordinary General Meeting held on 28th March, 2009; 3. The reason for reduction of the Share Capital is stated in paragraph 25 of the Petition. The Board of Directors approved the resolution for reduction of the Share Capital in its meeting held on March 28, 2009; 4. In paragraphs 32 and 33 the Petitioner has inter alia, stated that the proposed reduction in share capital does not involve any financial outlay and is only in the nature of the book entry and that the said reduction 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 as any call being waved. It is further stated that the creditors of the Petitioner are also in no way affected by the proposed reduction of the Share Capital as there is no reduction in the amount of 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 Petition and that the proposed adjustment would have not in any way adversely affect the ordinary operations of the Petitioner or the ability of the Petitioner to honor its comments 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. In view of the above statement, the procedure under section 101(2) of the Companies Act was dispensed with. 5. Council 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 Company 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 Share Capital. Since the requisite statutory procedure has been fulfilled, the Petition has been made absolute in terms of the prayer clauses (a) and (b); 7. All concerned parties to act on ordinary copy of order and the Form of Minutes which is annexed as Exhibit G to the Petition, duly authenticated by the Company registrar, High Court, Bombay. 8. Petitioner to publish notices in the same Newspapers i.e. Maharashtra Times in Marathi and Free Press journal in English and also in Maharashtra Government Gazette about Registration of Order and the Minutes of reduction by the concerned Registrar of Companies; Mumbai, within 21 days of registration. (S. J. KATHAWALLA, J)