1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.272 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.284 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956) And In the matter of Section 100-105 of the Companies Act, 1956. And In the matter of IIT Media and Entertainment Private Limited IIT Media and Entertainment Private ] Limited, a company incorporated ] under the Companies Act 1 of 1956 ] having its registered office at ] Rajabahadur Mansion, 2nd Floor, ] 28, Bombay Samachar Marg, ] Fort, Mumbai - 400001. ] ...Petitioner Company Mr. Nimay Dave a/w Mr. Amit Kanani & Mr. Amit Iyer i/by Hariani & Co. for the Petitioner Coram: S. J. Kathawalla J. Date: 22nd July, 2011 P.C.: 1) Heard Learned Counsel for the Petitioner Company. 2) The Petitioners have filed the present petition for obtaining the sanction of this Hon’ble Court under Sections 100 to 105 of the Companies Act, 1956 to approve the reduction of the Share Capital not paid-up of the Petitioner Company as approved by a Special Resolution of Equity 2 Shareholders of the Petitioner Company at their Extra Ordinary General Meeting held on 16 April 2010. 3) The reasons for reduction of Share Capital not paid-up are stated in paragraph Nos. 7 and 8 of the Petition. 4) In paragraph 12 of the Petition, interalia, it is stated that since the proposed reduction of capital only involves the reduction of share capital not yet paid-up and does not involve the payment to any shareholder of any paid-up capital, and as the company does not have any creditors, the company is not required to comply with the requirements of Section 101(2) of the Companies Act with respect to ascertainment and settlement of claims of creditors. 5) An order of dispensation was passed by this Hon’ble Court in respect of the procedure under Section 101 (2) of the Companies Act, 1956 on the 6 May 2011 in Company Summons for Direction No. 284 of 2011 filed by the Petitioner Company. 6) Counsel appearing on behalf of the Petitioner Company states that they have complied with all statutory requirements as per the direction of this Court and they have filed necessary affidavits of compliance in this Court. Moreover, the Petitioner Company also undertakes to comply with statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 3 7) Furthermore, as per orders dated 6th May 2011 and 17th June 2011, the Petitioner Company has caused publication of the admissions of this petition in the “Free Press Journal” and the “Maharastra Times”. 8) None of the parties concerned have come forward to oppose the proposed reduction. Since the required statutory procedure has been fulfilled, the Petition is made absolute in terms of prayer clauses (a) and (b) of the Petition. 9) Counsel appearing on behalf of the Petitioner Company states that they have complied with all statutory requirements as per the direction of this Court and they have filed necessary affidavits of compliance in this Court. Moreover, the Petitioner Company also undertakes to comply with statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 10) All concerned parties to act on a copy of this order and the Form of Minutes annexed to the Petition, duly authenticated by the Company Registrar, High Court, Bombay,. 11) Petitioner Company to publish notices in the same newspapers i.e. Maharashtra Times in Marathi language and Free Press Journal in English language and the Maharashtra Government Gazette about registration of Order and minutes of the reduction by the concerned Registrar of Companies, Mumbai. (S. J. Kathawalla, J)