1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SCHEME PETITION NO 192 OF 2010 In the matter of Section 78, 100 to 103 of the Companies Act, 1956; And In the matter of Reduction of share capital of Photon Biotech Private Limited and their respective shareholders Photon Biotech Private Limited…Petitioner CORAM: S.J KATHAWALLA DATE: 7TH MAY 2010 Hemant Sethi i/b Hemant Sethi & Co. advocates for the Petitioner P.C 1. Heard learned Counsel for the Petitioner. 2. The sanction of the Court has been sought for approval for reduction of the Share Premium Account of the Petitioner Company as approved by the Shareholders in their meeting held on 9th day of January 2010. 2. The reason for reduction is stated in paragraph 7 of the petition and it is averred that the audited balance sheet of the Petitioner Company as of 1st April 2009 reflects debit balance in profit & loss account of Rs 2,81,67,981. The said losses cannot be recovered by the Petitioner Company during the course of its 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 2 Share Premium Account. As a part of financial discipline it proposes to reduce its Share Premium Account from Rs. 70,00,000/- (Rupees Seventy Lacs only ) to nil by adjusting the same against the debit balance in the profit & loss account of the Petitioner as at 1st April 2009. It is further stated that since it is difficult to visualize such extremely favourable circumstances in future as to wipe off the losses completely from the future profits predicted by the management. The restructuring of balance sheet of the Petitioner Company will help in reducing the losses for the Company. 4. It is further averred in the petition that the proposed utilization of Share Premium Account will in no manner prejudice the Creditors of the Petitioner Company nor does it in any way adversely affects the ordinary operations of or the ability of the Petitioner Company to honour its commitments or to pay its debts in the ordinary course of business. 5. The Petitioner had send notices to all the Shareholders along with explanatory statement in compliance with provisions of the Act for convening Extraordinary General meeting for which Special Resolution has been approved unanimously by all the Equity Share holders. Same is annexed at Exhibit-E to the petition. Affidavit of service has been filed proving publication of notices in newspapers. 6. In the light of above, Mr Sethi appearing for Petitioner, seeks 3 sanction to the reduction of share Premium Account of the Petitioner Company. 7. Having perused the petition and the annexure thereto and arguments advanced before me, the petition deserves to succeed and is accordingly, made absolute in terms of prayer clause (a) and (b). 8. All concerned parties to act on an ordinary copy of this order and the form of minutes annexed to this petition. Petitioner to publish notices in the same newspapers viz., and also in the Maharashtra Government Gazette about registration of Order and minutes of reduction by the concerned Registrar of Companies, Pune. ( S.J. KATHAWALLA J)