Ketaki Promoters And Developers Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 21 OF 2016 In the matter of the Companies Act, 1956 (1 of 1956) (or any re-enactment thereof upon effectiveness of companies Act, 2013);

AND In the matter of Sections 100 to 103 of the Companies Act, 1956;

AND In the matter of Reduction of Share Capital of Ketaki Promoters and Developers Private Limited KETAKI PROMOTERS AND ) DEVELOPERS PRIVATE LIMITED, a ) Company incorporated under the ) provisions of Companies Act, 1956 ) having its Registered Office at Lunkad ) Tower, Viman Nagar, Off Pune Nagar ) Road, Pune - 411 014, India )......Petitioner Company Called for Hearing Mr. Hemant Sethi with Mr. Ajit Singh Tawar i/b. Hemant Sethi & Co., Advocates for the Petitioner.

CORAM: K. R. Shriram, J.

DATE: 26th February, 2016 1.

Heard the learned counsel for the Petitioner. No objector has come before the court to oppose the Scheme for Reduction of Share Capital and nor any party has contravened any averments made in the Petition. 2.

The learned Counsel for the Petitioner submits that Petitioner having passed Special Resolution with requisite majority at the Extra Ordinary

General Meeting held on 20th November, 2015, consent of the shareholders was accorded for reduction of 1,37,450 (One lac thirty seven thousand four fifty) fully paid up preference shares of Rs. 100 (Rupees Hundred) each held by Vishkul Leather Garments Private Limited and having an aggregate paid up value of Rs. 1,37,45,000 (Rupees One Crore Thirty Seven Lakhs Forty Five Thousand) and nil consideration being payable by the Company to Vishkul Leather Garments Private Limited in lieu of the selective reduction, extinguishment and cancel fully paid up preference shares held by Vishkul Leather Garments Private Limited as mentioned hereinabove. Copy of the Special Resolution is annexed at Exhibit - F to the petition. 3.

The Counsel for the Petitioner further submits that Clause 8 of the Articles of Association of the Petitioner Company empowers it to reduce its share capital in any manner which is permissible under the Act by passing a Special Resolution in any manner provided for in Sections 100 to 103 of the Companies Act, 1956 or any statutory modifications thereof.

4.

Counsel appearing on behalf of the Petitioner Company states that the Petitioner has complied with all the statutory requirements as per the directions of this Court and they have filled necessary affidavit of compliance in the Court. Moreover, Petitioner Company also undertakes to comply with statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 5.

No objector has come forward to oppose the proposed reduction. Since the requisite statutory procedure has been fulfilled, the Company Scheme Petition is made absolute in terms of prayer clauses (a) to (c). 6.

Filing and issue of drawn up order is dispensed with. 7.

All concerned parties to act on ordinary copy of order and the form of minutes annexed as Exhibit - 'I' to the Petition, duly authenticated by the Company Registrar, High Court, Bombay.

8.

Petitioner to publish notices in the same newspapers i.e., 'Indian Express' in English language and 'Loksatta' in Marathi language, both having circulation in Pune and also in the Maharashtra Government

Gazette about registration of Order and minutes of reduction by the concerned Registrar of Companies, Maharashtra. (K. R. Shriram, J.) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

Uploaded by: Shankar Gawde, Stenographer