IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 67 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 75 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 General Mills India Private Limited. General Mills India Private Limited .... Petitioner Company CORAM : A.M. KHANWILKAR J. DATE : 22nd FEBRUARY 2008 Ms. Alpana Ghone i/b Kanga & Co., Advocates for the Petitioner P.C. : 1 1. This is a petition for seeking Court’s approval for reduction of the Share Capital of the Petitioner Company as approved by its Equity Shareholders, at their meeting held on 10th December 2007. 2. The reasons for reduction of Share Capital is stated in paragraph 9 & 10 of the Petition that the Petitioner Company has accumulated losses of Rs.59,51,75,748/- and to improve its financial position and also to represent correct amount of capital employed in its business, the Petitioner Company proposes to write off a part of its paid- up capital which is not represented by its assets by reducing its paid- up capital. 3. It is further in paragraph 15 that the proposed reduction will not cause any prejudice to the creditors of the Petitioner and that reduction of Capital does not involve either diminution of any liability in respect of unpaid capital or payment to any shareholder of any paid- up capital. 4. The Petitioner has sent notices to all its Equity shareholders along with explanatory statement in compliance with provisions of the Act for convening Extra 2 Ordinary General Meeting for which Special Resolution has been unanimously passed by all the Equity shareholders which is annexed at Exhibit D-2 to the Petition. Affidavit of service has been filed proving publication of notices in newspapers. 5. In light of above, Ms. Alpana Ghone appearing for Petitioner, seeks sanction to the reduction of share capital. 6. Having perused the Petition and the Exhibits thereto, the Petition is accordingly, made absolute in terms of prayer clause (a), (b) and (d). 7. All concerned parties to act on ordinary copy of order and the form of minutes annexed to the petition. Petitioner to publish notices in the same newspapers, i.e ‘The Free Press Journal’ in English and ‘Maharashtra Times’ both Mumbai Edition 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) 3