1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO 1074 OF 2008 CONNECTED WITH COMPANY APPLICATION NO 1682 OF 2008 In the matter of Companies Act, 1956; And In the matter of Sections 100 to 103 of the Companies Act, 1956 And In the matter of Reduction of Share Capital of James Mackintosh & Company Private Limited James Mackintosh & Company Private Limited ) a company Incorporated under the ) provisions of Companies Act, 1956, having its ) registered office at Commissariat Building, ) 231 D N Road. Mumbai-400001 ) ………Petitioner Company CORAM: S.C DHARMADHIKARI. .J DATE: 22nd JANUARY 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. for the Petitioner Mr. C.J Joy for the Registrar of Companies. 2 P.C :- 1. Heard the learned Counsel for the parties. 2. This is a petition for seeking Courts approval for reduction of the Share Capital of the Petitioner Company as approved by the Equity Shareholders in the general meeting held on 1st December 2008. It is stated that the said meeting of Equity Shareholders was attended by all the shareholders of the Petitioner Company either in person or by proxy. Accordingly the equity shareholders present at the meeting unanimously passed Resolution as Special Resolution by virtue of which the issued, subscribed and paid-up Share Capital of the Petitioner Company shall be reduced from Rs 225,000 (Rupees Two Lacs Twenty Five Thousand only) comprising of 2,250 Equity Shares of Rs 100/- each fully paid-up to Rs 200,000 (Rupees Two Lacs only) comprising of 2,000 Equity Shares of Rs 100 each and that such reduction be effected by canceling the amount of the paid up capital or capital credited as paid up on the 250 Equity Shares of the face value Rs 100/- each and distributing to the holders thereof Rs 100/- towards the paid up capital. Extract of the Special Resolution has been annexed as Exhibit-D to the petition. 3 4. The reason for reduction of Share Capital is stated in paragraph eight of the Petition and it stated that Board of Directors have undertaken a financial review of the Company and have noticed that the capital employed in the Company is in excess of its requirements. The Petitioner Company has also received a request from its shareholder to exit the Company, partly. The proposed reduction in the capital will result in a reduction in the overall capital employed in the business and thereby enhance the return on equity and capital employed. The Board deliberated on the issue and decided to cancel 250 equity shares of Rs. 100 each by paying Rs. 80,000 per share out of the Reserves and Surplus available with the Petitioner Company. 5. In light of above Mr. Sethi appearing for the Petitioner seeks sanction to the reduction of share capital. 6. The Registrar of Companies has filed their report but have not raised any objection to the proposed reduction. 7. Having perused the petition and the annexures thereto, in my view the petition deserves to succeed and is accordingly made absolute in terms of prayer clause (a) to (c ) . 8. 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 4 same newspapers and also in the Maharashtra Government Gazette about registration of form of minutes by the concerned Registrar of Companies, Mumbai . (S.C DHARMADHIKARI .J)