COMPANY PETITION No. 1 of 2010 · Rajasthan High Court

22/04/2010 Hon'ble Mr. Justice Ajay Rastogi Mr. Gunjan Pathak, for petitioner (Company) Instant company petition has been filed U/s 101 of Companies Act, 1956 (“Co. Act”) by M/s High Street Filatex Ltd (“the Company”) seeking confirmation of reduction in its share capital U/Ss 100, 102 to 104 of the Co. Act. The Company was incorporated on 24/05/1994 and granted Certificate of commencement of business on 05/05/1995. As per Special resolution having ben passed at Annual General Meting held on 10th July, 2009, share holders of the Company with the consent, approved reduction of share capital of the Company as being no longer represented by its assets. Pursuant to order passed by this Court on 19/02/2010, a notice in Form NO.5 appended to R.25 of Company (Court) Rules, 1959 was published and after its publication in daily news papers – Hindustan Times (Delhi & Rajasthan Editions) on 15/03/2010 and Dainik Bhaskar (All Rajasthan Edition) on 17/03/2010, to which there was no objection raised and Co. Pet. 1/10 //2// when the matter came up on 01/04/2010, this Court considered it appropriate to grant one more opportunity and further directed to place on record copy of notices published (supra) before next date (15/04/2010), on which date, application placing additional documents on record was allowed and mater was posted for orders on 22/04/2010. Having heard Counsel for the Company and with his assistance examined the material on record, this Court is satisfied that the proposed reduction in Share Capital is neither discriminatory to any share holder nor in any manner is prejudicial to rights of creditors; and provisions of Sub-section (2) to S.101 of Co. Act would not apply to the proposed reduction. Accordingly, this Court do hereby order ad infra: (a) the reduction of share capital of the Company resolved on & affected by Special Resolution passed at its Annual General Meting held on 10/07/2009 as referred to in para 12 of the instant company petition is hereby

confirmed ad infra:

Resolved that pursuant to the provisions of Section 10 and other applicable provisions, if any, of the Co. Act and Article 4(c) of the Articles of Association of the Company and subject to the sanction by the Hon’ble High Court of Jaipur of the Co. Pet. 1/10 //3// Scheme of Arrangement presented to that Court, the issued, subscribed and paid up share capital of 64,70,000/- (Sixty Four Lacs Seventy thousand) equity shares of Rs.10/ (Rupees Ten only) each aggregating to Rs. 6,47,00,000/- (Rupees six crore forty seven lacs only) of the Company be reduced by Rs.5,82,30,000/- (Rupees Five Crores eighty Two lacs Thirty thousand only) as being no longer represented by assets of the Company and the reduced capital would comprise of 6,47,000/- (six lac forty seven thousand) equity shares of Rs.10/- (Rs.Ten only) each fully paid up aggregating to Rs.64,70,000/- (Rupees sixty four lacs seventy four thousand only).

Resolved further that for the purpose of giving effect to the above resolution and for removal of any difficulties or doubts, Mr.

RK Sethia, Managing Director & Mr.Shanti Narain, Whole Time Director of the Company be and are hereby severally authorized to do all such acts, deeds, matter and things as they may, in their absolute discretion, deem necessary, expedient, usual or proper and to settle any question or difficulty that may arise with regard to utilization/adjustment of the account or reserve available for the purpose, in any manner including passing of such accounting entries and/or making such other adjustments in the books of account as may be considered necessary or expedient for giving effect to the Co. Pet. 1/10 //4// above resolutions or to carry out such modifications/directions as may be ordered by the Hon’ble High Court of Judicature at Jaipur to implement the aforesaid resolution.” Resolved further that Mr.RK Sethia Managing Director & Mr. Shanti Narain, Whole Time Director of the Company be and are hereby authorized -(i) to take all necessary steps to obtain confirmation of High Court of Judicature at Jaipur and any other authority, including appointment of suitable company secretaries/advocates /attorneys, chartered Accountants; (ii) for signing & filing of documents /affidavits/applications/Petitions/ court papers; (iii) for affirming/ declaring/swearing of affidavits, etc.

(iv) to agree to such modifications, alterations, substitutions, additions, deletions, other terms and conditions, etc., as may be suggested/directed by the High Court of Judicature at Jaipur, and (v) to do all acts, deeds, maters and things as it may, in their absolute discretion, deem necessary expedient, usual or proper to give effect to the above resolution.” (b) the minutes proposed by Company for being registered U/s 103(1) of the Company Act, as set forth in para 15 of instant petition, are hereby approved ad infra:

The capital of High Street Filatex Ltd is henceforth Rs.64,70,000/- (Rupees sixty four lacs seventy thousand only) divided into 6,47,000/- (six lacs forty seven thousand only) equity shares each Co. Pet. 1/10 //5// of Rs.10/- (Ten only) deemed to be fully paid up at the date of the registration of this minute.

(c) The addition of words, “and reduced” after name of the Company pursuant to S.102 (2)(a) of the Company Act is hereby dispensed with; (d) Publication of reasons for the reduction and other information pursuant o S.102 (2)(a) of the Company Act is hereby dispensed with; (e) The company shall deliver to the Registrar of Companies, Rajasthan for registration of certified copy of this order within six weeks from today; (f) Notice of registration of the Registrar of Companies, Rajasthan and of this Order besides afore-quoted minutes be published once in daily news papers “Hindustan Times” (New Delhi Edn.) & Local news paper “Dainik Bhaskar” (All Rajasthan Edn) within two weeks from the date of registration by Registrar of Companies; Consequently, company petition stands disposed of in terms of observations (supra). A copy of this order be sent to the Registrar of Companies for necessary compliance. (Ajay Rastogi), J. K.Khatri/p5/