-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO 672 OF 2008 In the matter of Companies Act, 1956; And In the matter of Sections 78, 100 to 103 of the Companies Act, 1956 And In the matter of Reduction of Share Capital of Marshall Produce Brokers Company Private Limited Marshall Produce Brokers Company Private ) Limited, a company Incorporated under the ) provisions of Companies Act, 1956, having its ) registered office at 22/23,Jolly Maker Chamber ) No 2, 225, Nariman Point, Mumbai – 400021 ) ………Petitioner Company Mr.Hemant Sethi i/b Hemant Sethi & Co., for petitioner. CORAM:S.A. BOBDE. J. DATE: 8th August 2008 P.C: 1. This is a petition for seeking Courts approval for reduction of the Share Capital of the Petitioner Company as approved by the Equity Shareholders in the general meeting held on 20th June 2008. It is stated that the said meeting of Equity Shareholders was attended by all the shareholders of the Petitioner Company either in person or by proxy. Accordingly the equity shareholders present at the meeting unanimously passed the following Resolution as Special Resolution. -: 2 :- “ The issued, subscribed and paid- up Share Capital of the Company (hereinafter referred to as ‘Capital’) shall be reduced from Rs. 311,200 (Rupees Three Lacs Eleven Thousand Two Hundred only) comprising of 3,112 Equity Shares of Rs 100/- each fully paid- up to Rs. 250,000 (Rupees Two Lacs Fifty Thousand only) comprising of 2,500 Equity Shares of Rs 100 each and that such reduction be effected by cancelling the amount of the paid up capital or capital credited as paid up on the said 612 Equity Shares of the face value Rs. 100/- each and distributing to the holders thereof Rs 100/- towards the paid up capital”. Special Resolution passed by the Equity Shareholders of the Petitioner for reduction of the Equity Share Capital is annexed as Exhibit-D to the petition. 2. The reason for reduction of Share Capital is stated in paragraph eight of the Petition and it stated that Board of Directors have undertaken a financial review of the Company and have noticed that the capital employed in the Company is in excess of its requirements. The Company has also received a request from its shareholder to exit the Company. The proposed reduction in the capital will result in a reduction in the overall capital employed in the business and thereby enhance the return on equity and capital employed. The Board deliberated on the issue and accordingly decided to cancel 612 equity shares of Rs. 100 each by paying Rs. 7,850 per share out of the Reserves and Surplus available with the Petitioner Company. 3. In light of above Mr. Sethi appearing for the Petitioner seeks sanction to the reduction of share capital. 4. Having perused the petition and the annexures thereto, in my view the petition deserves to succeed and is accordingly made absolute in terms of prayer clause (a) to (c ) . 5. All concerned parties to act on ordinary copy of order and the form of minutes annexed to the petition. Petitioner to publish notices in the same newspapers and also in the Maharashtra Government Gazette about registration of form of minutes by the concerned Registrar of Companies, Mumbai . (S.A Bobde. J.)