1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 37 OF 2011 In the matter of Sections 100 to 104 of the Companies Act, 1956 ; And In the matter of Reduction of Equity Share Capital of Simrone Pharmaceutical Industries Limited Simrone Pharmaceutical Industries Limited…….Petitioner CORAM: S.J. VAZIFDAR, J DATE: 25TH MARCH 2011 Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioner P.C.: 1. Heard the learned counsel for the Petitioner. 2. This is a petition seeking approval to the reduction of the Equity Share Capital of the Petitioner Company as approved by its Equity Shareholders in their Extraordinary General Meeting held on 15th November, 2010. 3. The Petitioner has complied with all statutory requirements as per directions of this Court and has filed necessary affidavit of compliance in the Court Moreover, the 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. 4. The Counsel for the Petitioner draws my attention to paragraph 6 of the Petition wherein it is averred that the Petitioner Company has currently stopped its business and was until 2008-09 was engaged in the business of manufacturing tablets, amoxycillin and Cotrimoxazole tablets. The company decided to close manufacturing operations and hence sold its factory in 2008-09. The Petitioner Company intends to commence trading activities in near future. The funds received from the sale of the factory is no longer 2 required by the company and hence the same is proposed to be refunded to the shareholders of the Company on proportionate basis as refund / reduction of share capital. Further, in paragraph 12 of the Petition, it is stated that there are no Secured and Unsecured Creditors in the Petitioner Company and that the reduction of share capital doe not in involve either diminution of any liability in respect of unpaid share capital. 5. Moreover the shareholders of the Petitioner Company have passed a unanimous Special Resolution in their Extra Ordinary General Meeting held on 15th November 2010 and a copy of the said Resolution is also annexed as Exhibit-D to the Petition. 6. None of the parties concerned have come forward to oppose the proposed reduction of its Equity Share Capital. All the provisions of law appear to have been complied with. 7. In light of the above, Mr. Sethi appearing for the Petitioner seeks sanction of this Court to the reduction of Equity Share Capital. The Petition is accordingly made absolute in terms of prayer clauses (a) to (c). 8. Petitioner to publish notices in the “Free Press Journal” and “Maharashtra Times”, Mumbai Editions and also in the Maharashtra Government Gazette about the registration of Order and minutes of reduction by the concerned Registrar of Companies, Mumbai, within 21 days from the date of registration. 9. Filing and issuance of drawn up order is dispensed with. 10. All concerned parties to act on a copy of this order and the Form of Minutes annexed to this Petition, duly authenticated by the Company Registrar, High Court, Bombay. (S.J. VAZIFDAR, J)