1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPAMNY PETITION NO.638 OF 2009 In the matter of Companies Act, 1956; And In the matter of Sections 100 to 104 of the Companies Act, 1956. And In the matter of Reduction of Share Capital of Bala Entertainment International Private Limited Bala Entertainment International Private Limited, } A Company incorporated under the provisions of } Companies Act,1956 having its registered office } at venkateshwara house, s. no. 114/a/2, Pune – } Sinhagad Road, Pune – 411 030 }....Petitioner Mr. Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioner CORAM : S.J. KATHAWALLA J DATE: 14th AUGUST 2009 1. Heard the learned counsel for the Petitioner. 2. This is a petition for seeking Courts approval for reduction of the Share Capital of the Petitioner Company as approved unanimously by the Equity and Preference Shareholders in the general meeting held on 23rd day of April 2009. 2 3. In paragraph six of the petition, it is stated that the Petitioner Company has not been doing well in the past few years due to vicissitudes of the industry in which the Petitioner Company is engaged and had to suffer huge losses. The Board of Directors of the Petitioner Company therefore decided to explore new avenues of business so that the Company can be put on a path of recovery. To achieve this objective, the Board felt that as a first step the share capital of the Petitioner Company had to be restructured by reducing the face value of shares (both equity and preference) from the existing Rs.10/- per share to Re.0.50 per share. 3A.The counsel appearing on behalf of the Petitioner tenders affidavit of service. Same is taken on record. 4. Accordingly the meeting of the Equity and Preference Shareholders was held on 23rd day of April 2009 and the said meeting was attended by four equity & Preference Share holders respectively and the Special Resolution was approved by 100% of the shareholders present at the meeting. 5. Petitioner Company, therefore, proposes to reduce the face value of Equity and Preference shares from Rs.10/- per share to Re.0.50 per share by cancelling Rs.9.5 per share. The reduction in the equity share capital and preference share capital can be utilised to offset the major portion of accumulated losses which stood at Rs.11,4507927/-. 3 6. In paragraph eleven of the petition, it is averred that the proposed reduction in capital does not involve any financial outlay/outgo on the part of Petitioner and as such will also not cause any prejudice to the creditors of the Petitioner and that the proposed reduction of Capital does not involve either diminution of any liability in respect of unpaid capital or the payment to any shareholders of any paid-up capital. 7. In the light of above Mr. Sethi, the learned counsel appearing for the Petitioner seeks sanction to the reduction of share capital. 8. Having perused the petition and the annexures thereto, in my view the petition deserves to be allowed and is accordingly made absolute in terms of prayer clause (a) & (b). 9. Petitioner to publish notices in the same newspapers and also in the Maharashtra Government Gazette about registration of form of minutes by the Registrar of Companies, Pune. 10. All concerned parties to act on ordinary copy of order and the form of minutes annexed to the petition. (Company Judge)