IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.270 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.414 OF 2008 In the matter of the Companies Act, 1956; AND In the matter of Sections 100 to 105 of the Companies Act, 1956; AND In the matter of Defiance Knitting Industries (Private) Limited Defiance Knitting Industries (Private) Limited …Petitioner Mr. Pritesh Rajgor i/b. PDS Legal for the Petitioner Mr. C. J. Joy, i/b. Mr. S. K. Mohapatra for the Regional Director Coram: A. M. Khanwilkar, J Date : 3rd October, 2008 1 1) Heard Learned Counsel for the parties. 2) This is the petition for obtaining sanction of the court under Sections 100 to 105 of the Companies Act, 1956 to approve for reduction of the paid-up Share Capital of the Petitioner Company as 1 approved by Special Resolution of the Equity Shareholders at their Extra Ordinary General Meeting held on December 31, 2007. 3) The reasons for reduction of paid-up Share Capital are stated in paragraph 10 of the Petition. 4) In paragraph 16 of the Petition, interalia, it is stated that reduction of paid-up Share Capital only involves adjustment of accumulated losses and this adjustment involves neither diminution of any liability in respect of unpaid capital nor the payment to any shareholder of any paid-up capital, the Petitioner Company is not required to comply with the requirements of Section 101(2) of the Companies Act, 1956, with respect to ascertainment and settlement of claim of creditors. 5) An order of dispensation was passed by this Hon’ble Court in respect of the procedure under Section 101(2) of the Companies Act, 1956 on the 28th day of March 2008 in Company Application No.414 of 2008 filed by the Petitioner Company. 6) Counsel appearing on behalf of the Petitioner Company states that they have complied with all statutory requirements as per 2 the direction of this Court and they have filed necessary affidavits of compliance in this Court. Moreover, the Petitioner Company also undertakes to comply with statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 7) The Regional Director has filed Affidavit stating therein that the reduction of the paid-up Share Capital is not prejudicial to the interest of the shareholders and creditors of the Petitioner Company subject to certain clarifications as stated in the Affidavit. The Petitioner Company has filed Affidavit of Mr. Manoj Oza, Director dated 19 th September, 2008. The Regional Director has filed a further affidavit dated 1st October, 2008 accepting the clarifications of the Petitioner Company as being satisfactory. 8) The Petitioner Company to pay to the Regional Director a sum of Rs.7,500/- (Rupees Seven Thousand Five Hundred only) as costs of this Petition. 9) None of the parties concerned have come forward to oppose the proposed reduction. Since the required statutory procedure has been fulfilled, the Petition is made absolute in terms of prayer clauses (a) and (b) of the Petition. 3 10) All concerned parties to act on an ordinary copy of the order and the form of minutes annexed to this Petition. Petitioner Company to publish notices in the same newspapers i.e. Maharashtra Times in Marathi and Free Press Journal in English and the Maharashtra Government Gazette about registration of Order and minutes of the reduction by the concerned Registrar of Companies, Mumbai. Company Judge 4