1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 68 OF 2008. CONNECTED WITH COMPANY APPLICATION NO.83 OF 2008 In the matter of Sections 100 to 104 of the Companies Act, 1956; AND In the matter of Reduction of Securities Premium Account of Windia Infrastructure Finance Limited. WINDIA INFRASTRUCTURE FINANCE LIMITED ..........Petitioner Company. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioner. CORAM: A.M.KHANWILKAR, J. DATE : 29th February, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court has been sought for the reduction of Securities Premium Account as approved in a Special Resolution passed by the Shareholders of the Petitioner Company at an extraordinary general meeting held on 31st December 2007, in terms of the following Minutes :- "The Securities Premium Account of the Petitioner Company be reduced from Rs.15,00,00,000/- to Rs.3,15,10,332/- to be utilized for setting off its accumulated losses of Rs.11,84,89,668/- in the Profit 2 & Loss Account of the Petitioner Company ”. 3. The reasons for reduction of Securities Premium Account are stated in paragraph 7 ( c ) of the Petition. The Board of Directors approved the Resolution for Reduction of Securities Premium Account in its meeting held on 3rd December, 2007. 4. An order of dispensation of the procedure under Section 101(2) of the Companies Act, 1956 was passed by this Court on 25th January 2008 in the Company Application No.83 of 2008. 5. Counsel appearing on behalf of the Petitioner states that they have complied with all the statutory requirements as per the directions of this Court and they have filed necessary affidavit of compliance in the Court. However, Petitioner Company also undertakes to comply with Statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 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 is made absolute in terms of prayer clauses ( a ) and ( b ). 7. All concerned parties to act on ordinary copy of order and the form of minutes annexed to this petition. Petitioner to publish notices in the same newspapers i.e. “Free Press Journal” in English and “Maharashtra Times” in Marathi and also in the Maharashtra Government Gazette about registration of Order and minutes of reduction by the concerned Registrar of Companies, Mumbai. (A. M. Khanwilkar, J.)