1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 977 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956) AND In the matter of Section 78, 100 to 103 of the Companies Act, 1956; AND In the matter of the Reduction of Share Capital, Securities Premium and Capital Reserve of YOU Broadband & Cable India Private Limited having its Registered Office at Plot No. 54, Marol Co-operative Industrial Estate, Makwana, Andheri East Mumbai-59. YOU Broadband & Cable India Private Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocate for the Petitioner Company. CORAM: Dr. D.Y. CHANDRACHUD . J DATE: 18TH DECEMBER 2009 1. Heard learned counsel for the Petitioner Company. 2. The confirmation of this Court is sought under Sections 78, 100 to 103 of the Companies Act, 1956 for reduction of Share Capital, Securities Premium Account and Capital Reserve of YOU Broadband & Cable India Private. 3. Counsel appearing on behalf of the Petitioner Company has stated that the Petitioner Company has complied with all 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 all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. Undertaking is accepted. 2 4. This is petition seeking Court’s approval for reduction of the Share Capital, Securities Premium Account and Capital Reserve of the Petitioner Company as approved by the Equity Shareholders in its Annual General Meeting held on 30th September 2009. It is stated that the said meeting of the Equity Shareholders was attended by all the shareholders of the Petitioner Company either in person or by Authorized representative. Accordingly, the Equity Shareholders present at the meeting unanimously passed the Resolution as Special Resolution. 5. The counsel appearing for the Petitioner states the reason for reduction of Share Capital, Securities Premium Account and Capital Reserve is stated in paragraph seven of the Petition and it is stated that the Board of Directors have undertaken a financial review of the Petitioner Company and have noticed that the losses incurred by the Petitioner Company cannot be recovered during the course of business and it would be apt for the Petitioner Company to write off the said losses in the Profit and Loss account of the Petitioner Company against the balance of Securities Premium Account, Capital Reserve and paid up share capital. Also, Board of Directors is of the view that the assets of the Petitioner Company do not reflect a part of paid up capital in a realistic manner. Thus, the Petitioner Company intends to: a. Write-off part of the debit balance in the Profit & Loss Account against the Securities Premium Account balance of Rs. 17,10,17,920 b. Write-off part of the debit balance in the Profit & Loss Account against the Capital Reserve Account balance of Rs. 6,14,13,801; and c. Write-off part of the debit balance in the Profit & Loss Account against the Share Capital of Rs.1,62,62,96,203 thereby reducing the Share Capital from Rs.3,91,32,20,040 (divided into 39,13,22,004 equity shares of Rs.10 each) to 3 Rs.2,28,69,23,837 (divided into 22,86,92,383 equity shares of Rs.10 each). Reduction of Paid up Share Capital shall be carried out on proportionate basis. 6. In light of above Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates appearing for the Petitioner Company seeks confirmation to the reduction of Share Capital, Securities Premium Account and Capital Reserve. 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 being Exhibit–G duly authenticated by the Company Registrar, High Court (O. S.), Bombay. Petitioner Company to publish notices in the same newspapers and in Maharashtra Government Gazette about registration of form of minutes by the concerned Registrar of Companies, Mumbai. (Dr. D.Y. CHANDRACHUD . J )