- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 125 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 156 OF 2008 In the matter of Section 100 to 104 and other relevant provisions of the Companies Act, 1956 (1 of 1956); And In the matter of Reduction of Share Capital of Gilt Securities Trading Corporation Limited Gilt Securities Trading Corporation Ltd. ... Petitioner Ms. Mona Bhide i/b Dave & Girish & Co., Advocates for the Petitioner CORAM : A.M. KHANWILKAR J. DATE : 29th February 2008 P.C. (1) This is a Petition for seeking Courts approval for reduction of the Share Capital as approved by the Equity Shareholders of the Petitioner by a Special Resolution passed in accordance with Section 100 of the Companies Act, 1956, at the Extra Ordinary General Meeting held on 17th December 2007. (2) The reasons for reduction of share Capital are stated in paragraph 6 of the Petition. It is averred that the Board of Directors in its Meeting held on 31st October 2007 have approved the Scheme of Reduction of Share Capital. (3) In paragraph 11 it is further stated that the proposed reduction in capital does not involve any diminution of liabilities owed by the Company to its creditors, and as such will not cause any prejudice to - 1 - - 2 - the creditors of the Petitioner and that reduction of capital does involve either diminution of any liability in respect of unpaid capital. Further the proposed adjustment would not in any way adversely affect the ordinary operations of the Petitioner. (4) The Petitioner has sent notices to all its Equity Shareholders along with an Explanatory Statement in compliance with provisions of the Act for convening Extraordinary General Meeting for which Special Resolution has been unanimously passed by all the Equity Shareholders, same is annexed at Exhibit “I” to the Petition. Affidavit of service has been filed proving publication of notices in newspapers and also in the Maharashtra Government Gazette. (5) The procedure under Section 101(2) of the Companies Act, 1956 was dispensed with by an order passed on 8th February 2008 in Company Application No.156 of 2008. (6) The counsel Ms. Mona Bhide appearing on behalf of the Petitioner states that they have complied with all statutory requirements as per directions of this Court and have filed necessary affidavit of compliance in the court. The Petitioner also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. (7) None of the parties concerned have come forward to oppose the proposed reduction of share capital of Petitioner. 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 (d). (8) All concerned parties to act on ordinary copy of order and the form of minutes annexed to this Petition. Petitioner to publish notices in the same newspapers i.e. “Free Press Journal” in English and “Maharashtra Times” in Marathi both circulated in Mumbai and also in the Maharashtra Government Gazette about registration of Order and Minutes of reduction by the concerned Registrar of Companies, Mumbai. - 2 - - 3 - (A. M. KHANWILKAR J.) - 3 -