9911796707
TMI Blog2013 (4) TMI 162X X X X Extracts X X X X X X X X Extracts X X X X ..... pplicant Company is Rs. 32,00,00,000/- divided into Rs. 2,40,00,000 equity shares of Rs. 10/- each and 8,00,000 redeemable cumulative preference shares of Rs. 100/- each. The total paid up share capital of the 1st applicant company is as follows: S. No. Types of Shares No. of Shares Amount (in Rs.) 1. Equity Shares of Rs.10/-each (There are calls in arrears of an amount of Rs. 2,13,000 as at 31.03.2011) 90,00,000 9,00,00,000 (2,13,000) 8,97,87,000 2. 14% Redeemable Cumulative Preference Shares Rs. 100/-each 60,000 60,00,000 3. 17.5% Redeemable Cumul Preference Shares of Rs.100/-each 50,000 50,00,000 4. 16.5% Redeemable Cumul Pref Shares of Rs.100/-each 2,00,000 2,00,00,000 Grand Total of paid up share capital (not excluding the calls in arrears) 12,10,00,000 Net paid up Share Capital (excluding the calls in arrears) 12,07,87,000 3. He further submitted that the above mentioned 2,00,000 (16.5%) Redeemable Cumulative Preference Shares of Rs. 100/- each, amounting to Rs. 2 crore, were issued to PNB Capital Market Services Limited ("PNB Cap") pursuant to the loan of Rs. 2 crore provided by PNB. Though these shares were el ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the above petition have been made as an after-thought as he does not fulfil the eligibility criteria u/s Section 399 of the Act. 5. It is submitted that the present shareholding of Respondent No. 1 is 12,00,000 equity shares of Rs. 10/- each of the 1st applicant company which aggregates to 9.9348% of the paid up share capital of the Company. Thus, since the 1st Respondent/Petitioner holds less than 10%, he does not fulfil the criteria for eligibility u/s 399 for filing or maintaining the present petition. This petition is a sheer abuse of the process of law and requested the Bench to dismiss the company petition. 6. Shri R. Sankaranarayanan, the learned counsel appearing on behalf of the respondents/petitioners submitted that the issues revolving around redemption of preference shares require detailed enquiry going into the books of account, records and documents and it is not justifiable to dismiss the company petition at the threshold. The mere fact that the petitioner had signed the financial statements of the Company for the financial years 2009-10 and 2010-11 would not by itself disentitle the petitioner in any way in invoking the jurisdiction of the Hon'ble Bench especial ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the 2,00,000 preference shares were issued on 15.12.1995. They are redeemable within 15 months from the date of issue. The preference shares ought to have been redeemed in 1997 by March, 1997. As per their own admission in the company application, some adjustments were done between the PNB Capital Market Services Ltd and the company as a result of which technically the redemption has taken place. Apart from this, the petitioner has got necessary clarification from the chartered accountants of the company in response to his request letter dated 7thFebruary, 2012. By a letter dated 8th February, 2012 the chartered accounts of the Company have confirmed to the petitioner that Preference Shares held by PNB Capital Market Services Ltd has been redeemed but only due to paucity of profit the same has not been shown as redeemed and has been reflected only as loans and advances. It is utter false to state that the Company has granted a loan of Rs. 2 crore to PNB Capital Market Services Ltd. It is humbly submitted that in view of the clear statement on the part of the applicants/respondents that the petitioner holds 9.93% of the capital, it would be great injustice to allow the application b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... respondent/petitioner. However, it is to be seen that whether the respondent/petitioner being a single share holder, holds 1/10th of the issued paid-up share capital. The applicants stated that the net paid-up share capital of the company is Rs. 12,07,87,000/- i.e. (Rupees Twelve Crore Seven lakh eighty seven thousand only). To maintain a petition by any member or members, 1/10th of the paid-up share capital is required i.e. Rs. 1,20,78,700/-. Admittedly, the petitioner is holding 12,00,000 equity shares of Rs.10/- each, as on the date of filing of the company petition, constituting Rs. 1,20,00,000/-, which is less than l/10th of the required paid-up share capital. The contention of the respondent/petitioner is that he posses indefeasible rights to getting issued more than 71 lakh shares and therefore there can be no challenge to the company petition by the applicants on the ground of Section 399 of the Act. The respondent herein further submitted that in the petition the petitioner is seeking directions to implement the circular resolution dated 12.03.2012 whereby the board of directors consented for issue and allotment of 57,14,285 equity shares at an issue price of Rs. 17.50/- ..... X X X X Extracts X X X X X X X X Extracts X X X X
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