IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY SCHEME PETITION NO. 176 OF 2016

In the matter of Companies Act, 1956;

And

In the matter of Sections 100 to 104 of the Companies Act, 1956

And

In the matter of Reduction of Equity Share Capital of Function Space Labs Private Limited

Function Space Labs Private Limited, a company incorporated under the provisions of Companies Act, 1956, having its registered office at Goel Osian Square, Office No B 102, Next To Shourya Hotel, Kaspate Vasti, Wakad, Pune - 411027. ) ) ) ) ) ) ) ).....Petitioner

Called for admission

Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Petitioner Company

CORAM: B.P. COLABAWALLA, J

DATE: 16 th APRIL 2016

P.C.:

MINUTES OF THE ORDER

• 1. Petition admitted.
• 2. Petition fixed for hearing on 6th day of May 2016.
• 3. The Petitioner Company has sought the confirmation of proposed reduction of its Share Capital as embodied in the Special Resolution dated 18th December 2015.
• 4. The Counsel for the Petitioner Company submits that Article 44 and 75 of the Articles of Association of the Petitioner empowers the Petitioner to reduce its

Share Capital by passing a Special Resolution in any manner for the time being authorized by law.

• 5. The circumstances that have necessitated / justified the proposed Capital Reduction are that the business plan of the Petitioner Company has failed to take off as per the estimated projections. Because of this, the Company has been unable to secure assignments, consequently incurring lot of operating expenses for generation of associated revenues in future. The Petitioner Company envisages to restructure the capital by reducing the paid up value of the equity share capital pursuant to section 100-104 of the Companies Act, 1956 and application provisions of the Companies Act, 2013.
• 6. The Petitioner Company has at its Extraordinary General Meeting held on 18th December 2015 passed a Special Resolution under Section 100 of the Companies Act,1956 by virtue of which the issued, subscribed and paid up equity share capital of Rs. 1,42,910/- (consisting of 14,291 equity shares of Rs. 10/- each fully paid up be reduced to Rs. 42,940/- (consisting of 4,294 issued, subscribed and paid-up equity shares of Rs. 10/- each fully paid up) and that such reduction be effected by canceling and extinguishing 9,997 issued, subscribed and paid up equity shares of Rs. 10/- each fully paid up which are held by Promoter Shareholders.
• 7. The Counsel for the Petitioner further submits that as stated in paragraph 18 and 19 of the Petition, inter-alia stating that there are no Secured Creditors in the Petitioner Company and that the proposed reduction will not cause any prejudice to the Creditors of the Company since it does not involve any financial outlay / outgo on the part of the Company and that the reduction of capital does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid-up capital. The Creditors of the Company are in no

way affected by the proposed reduction, therefore the provisions of Section 101 (2) of the Companies act, 1956 are not attracted .

• 8. At least 14 days before the date fixed for hearing, notice of hearing of the petition be published each in the newspapers namely 'Indian Express', in English language and translation thereof in 'Loksatta', in Marathi language, both circulated in Pune.
• 9. Publish of notice in Maharashtra Government Gazette is dispensed with.
• 10. The Petitioner to file in the Registry, an Affidavit of Service as per Rule 30 of the Companies (Court) Rules, 1959.

(B.P. COLABAWALLA, J)

CERTIFICATE

I certify that this order uploaded is a true and correct copy of original signed order. Uploaded by: Shankar Gawde, Stenographer