IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 189 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 202 OF 2010. In the matter of the Companies Act, 1956; AND In the matter of Section 77 read with Sections 100 to 105 of the Companies Act, 1956; AND In the matter of the Reduction of Share Capital of PRIMO ENTERPRISES PRIVATE LIMITED PRIMO ENTERPRISES PRIVATE LIMITED a Company incorporated under the Companies Act, 1956, having its Registered Office at “The International”, 5th floor, 16, New Marine Lines Cross Road No.1, Churchgate, Mumbai 400020 } } } } } } ……… Petitioner Company. CORAM: S. J. Kathawalla, J. DATE : 23rd April, 2010 Mr.Rajesh Shah i/b Rajesh Shah & Co. Advocate for the Petitioner. PC: 1. Heard learned counsel for the Petitioner. 2. The sanction of the Court has been sought for the Reduction of Share Capital of PRIMO ENTERPRISES PRIVATE LIMITED, the Petitioner 1 Company, under sections 77 read with Sections 100 to 105 of the Companies Act, 1956, as approved in the Special Resolutions passed by its Equity Shareholders at the Extraordinary General Meeting held on 11th day of March, 2010. 3. The reasons for reduction of Share Capital are stated in paragraph 10 of the Petition. 4. An order of dispensation of the procedure under Section 101(2) of the Companies Act, 1956 was passed by this Court on 1st day of April, 2010 in the Company Summons for Direction No.202 of 2010. 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. Moreover, Petitioner Company undertakes to comply with statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The Undertaking is accepted. 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 is made absolute in terms of prayer clauses ( a ) and ( b ). 2 7. All concerned parties to act on ordinary copy of order and the form of minutes annexed as Exhibit-'E' to the Petition, duly authenticated by the Company Registrar , High Court, Bombay. 8. Petitioner to publish notices in the same newspapers i. e. “Free Press Journal” in English and “Maharashtra Times” in Marathi both having circulation in Mumbai and also in the Maharashtra Government Gazette about registration of Order and minutes of reduction by the concerned Registrar of Companies, Mumbai. (S. J. Kathawalla, J.) 3