IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY PETITION NO.993 OF 2008 In the matter of Section 100 to 103 of the Companies Act, 1956; And In the matter of Reduction of share capital of Ajay Bio-Tech (India) Limited Ajay Bio-Tech (India) Limited, a } Company incorporated under the } provisions of Companies Act, 1956 } having its registered office at } Office No. 2, 1st Floor, Tara icon, } Pune Mumbai Road, Wakdewadi, } Pune 411 003. } ..Petitioner CORAM: A. M. KHANWILKAR J DATE: 19 TH DECEMBER 2008 Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioner P.C.: 1. Heard learned counsel for the parties. 2. 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 25th June 2008. It is stated that the equity shareholders present at the meeting 1 unanimously passed the following Resolution as Special Resolution: "RESOLVED THAT pursuant to Section 100 of the Companies Act, 1956, and Subject to confirmation by the Honorable High Court, Mumbai, the capital of the Company be and is hereby reduced from Rs.3,47,60,250/- (Rupees Three Crore Forty Seven Lacs Sixty Thousand Two Hundred Fifty only) divided into 34,76,025 (Thirty Four Lacs Seventy Six Thousand Twenty Five) Equity Shares of Rs.10/- (Rupees Ten only) each to Rs.2,08,56,150/- (Rupees Two Crore Eight Lacs Fifty Six Thousand One Hundred Fifty only) divided into 34,76,025 (Thirty Four Lacs Seventy Six Thousand Twenty Five) Equity Shares of Rs. 6/- (Rupees Six only) each and such reduction be effected by canceling capital which has been lost or is unrepresented by available assets to the extent of Rs.4/- per equity share upon 34,76,025 equity share which have issued and by reducing Paid up amount of equity shares from Rs.10/- per share to Rs.6/- per share. “RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds and things as may be considered necessary, usual or expedient as it may in its absolute description deem fit and proper. The certified true copy of the resolution is annexed as Exhibit- D to the Petition. 2 3. In paragraph seventeen of the Petition it is stated that the proposed reduction in capital does not involve any financial outlay/outgo on the part of Petitioner and as such will also not cause any prejudice to the creditors of the Petitioner. It is further clarified that the reduction of Capital does not involve either diminution of any liability in respect of unpaid capital or the payment to any shareholders of any paid-up capital and the proposed adjustment would not in any way adversely affect the business operations of the Petitioner. 4. The reasons for reduction of share capital has been stated in paragraph seven of the Petition and it is stated that in the process of setting up of the business incurred heavy losses. In the year 2003 the present Management took over the charge and control of the Petitioner Company and took various steps including loan restructuring/ settlement with the institutions/Banks and audited balance sheet of the Petitioner Company as of 31st March 2007 reflects loss of Rs.40,472,464/- . The said losses cannot be recovered by the Petitioner Company during its course of business and it would be apt for the Petitioner to write off the said losses in the Profit and loss account of the Petitioner Company against the paid up share capital of the Petitioner. As a part of financial 3 discipline it is, therefore, proposed to reduce its capital as the paid up share capital is unrepresented by the available assets. 5. In the light of above Mr. Sethi appearing for the Petitioner seeks sanction to the reduction of share capital. 6. 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). 7. All concerned parties to act on an 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, Pune. (A. M. KHANWILKAR J) 4