IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 746 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 980 OF 2007 In the matter of Companies Act, 1956 And In the matter of Sections 100 to 105 of the Companies Act, 1956 And In the matter of Reduction of Share Capital of Abhinav Medicals Private Limited ABHINAV MEDICALS PRIVATE LIMITED …. Petitioner CORAM: A.M. KHANWILKAR J. DATE: 18TH JANUARY, 2008 Satyan S. Israni, Advocate for the Petitioner. P.C. 1. This is a petition seeking the Court’s approval for reduction of the Share Capital as approved by the Shareholders in their Annual General Meeting held on 29th September, 2006. 2. The reason for reduction of share capital is stated in paragraph 15 of the petition and it is averred that the Petitioner Company is in the business of running and managing nursing homes and clinics at Sangli. The Petitioner Company has disposed off its medical equipments and has obtained the latest equipment on lease basis. As a result of the sale of its earlier machinery, there was a surplus amount available with the Petitioner Company. The said amount, in the opinion of the Board of Directors, was surplus to the requirements of the Petitioner Company. Further, in the opinion of the Board of Directors, the Petitioner Company would not be requiring those funds in the future as well, as the Board felt that the economic environment in the city in which the Company is situated, was not conducive for expansion or diversification so far as the business of the Petitioner Company was concerned. Thus, the Petitioner Company intends to pay off the surplus funds aggregating to Rs. 36,27,000/- to its equity shareholders by reducing the paid up equity share 3 capital from Rs.40,30,000/- consisting of 40,300 equity shares of Rs.100/- each to Rs.4,03,000/- consisting of 40,300 equity shares of Rs.10/- each fully paid up per share. 3. An order of dispensation was passed by the Court in respect of the procedure under section 101(2) of the Companies Act, 1956 on 14 th September, 2007 in the Company Application No. 980 of 2007. 4. It is stated that the Petitioner Company has no Secured or Unsecured Creditors. 5. It is stated that the Petitioner Company had sent notices to all its shareholders along with the explanatory statement in compliance with the provisions of the Act for convening the Annual General Meeting for which the Special Resolution has been approved unanimously by all the Equity Share holders. Same is annexed at Exhibits C, D & E to the Petition. Affidavit of Service has been filed proving publication of notices in newspapers. 6. In light of the above, Mr. Israni, appearing for the Petitioner, seeks sanction to the reduction of share capital. The Counsel for the Petitioner Company further informs the Court that the Petitioner shall comply with the provisions of law as upheld by the Courts of law. 7. 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 clauses (a), (b) and (c). 8. All concerned parties to act on ordinary copy of this order and the form of minutes annexed to this petition being Exhibit ‘E’. Petitioner to publish notices in the same newspapers i.e. Kesari Sangli (Marathi Newspaper) and The Free Press Journal (English Newspaper), both Sangli editions and also in the Maharashtra Government Gazette about registration of Order and minutes of reduction by the concerned Registrar of Companies, Maharashtra. (A.M. Khanwilkar J)