TMI Blog2022 (10) TMI 1015X X X X Extracts X X X X X X X X Extracts X X X X ..... issue further redeemable Preference Shares for a period of 5 years equal to the amount due, including the dividend thereon, in respect of the unredeemed preference shares and allow to treat the unredeemed preference shares shall be deemed to have been redeemed. This Company Petition is hereby Allowed. - CP/09/KOB/2022 - - - Dated:- 19-10-2022 - Shri P. Mohan Raj : Member ( Judicial ) And Shri Satya Ranjan Prasad : Member ( Technical ) For the Petitioner : Shri. Gokul R. I. , Shri. Yogindunath S. , PCS For the Respondent No. 1 : Shri B. Ramesh , Assistant ROC For the Respondent Nos. 2 3 None appeared ORDER 1. This Company Petition has been filed by M/s MFAR Hotels Resorts Private Limited under Section 55 ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4,57,500 Preference shares of Rs 100 each. b) Mrs. Rasiya Mohamed Ali residing at Al Barakah, Pandit Karuppan Road, Thevara, Cochin 4,57,500 Preference shares of Rs 100 each. 2.4 These shares were subdivided into shares of face value Rs 10 each vide Resolution dated 15th February 2017 and the present shareholding structure of 12.5% Redeemable Cumulative Preference Shares is as follows: - a) Mr. P Mohamed Ali residing at Al Barakah, Pandit Karuppan Road, Thevara, Cochin - 45,75,000 Preference shares of Rs 10 each b) Mrs. Rasiya Mohamed Ali residing at Al Barakah, Pandit Karuppan Road, Thevara, Cochin - 45,75,000 Preference shares of Rs 10 each. 2.5 The said shares were originally due for redemption on 10th January 2012 and t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed on 29.07.2022. 4. We have heard Shri. Yogindunath, the learned Authorised Representative/PCS for the Petitioner and Shri B. Ramesh, the learned Assistant ROC through video conference and perused the entire case records/documents. We have also gone through the Resolution passed by the Board of Directors of the Company on 01.12.2021 which is quoted as under: - RESOLVED THAT subject to the approval of Equity and Preference shareholders and National Company Law Tribunal consent of the Board of Directors of the Company be and is hereby accorded to the initiation of action under Section 55(3) of the Companies Act 2013 and the Rules framed thereunder for the issue of further preference shares in respect of the unredeemed 12.5% 9150000 c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... period exceeding twenty years for infrastructure projects, subject to the redemption of such percentage of shares as may be prescribed: on an annual basis at the option of such preferential shareholders: Provided further that- (a) no such shares shall be redeemed except out of the profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of such redemption; (b) no such shares shall be redeemed unless they are fully paid; (c) where such shares are proposed to be redeemed out of the profits of the company, there shall, out of such profits, be transferred, a sum equal to the nominal amount of the shares to be redeemed, to a reserve, to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ibunal on a petition made by it in this behalf, issue further redeemable preference shares equal to the amount due, including the dividend thereon, in respect of the unredeemed preference shares, and on the issue of such further redeemable preference shares, the unredeemed preference shares shall be deemed to have been redeemed: Provided that the Tribunal shall, while giving approval under this sub-section, order the redemption forthwith of preference shares held by such persons who have not consented to the issue of further redeemable preference shares. Explanation. -For the removal of doubts, it is hereby declared that the issue of further redeemable preference shares or the redemption of preference shares under this section sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ive redeemable preference shares of Rs. 10 each of MFAR Hotels Resorts Private Limited, having registered office at NH 47 Bye pass Road, Kundannur Junction, Cochin, Ernakulam, Kerala 682 304, do hereby give my consent to the Company to issue further preference shares in respect of unredeemed preference shares, under Section 55(3) of the Companies Act, 2013 and the Rules prescribed thereunder. Dated this the 08th day of June, 2022 Sd/- Rasiya Mohamed Ali. 7. An examination of the contents of the present petition shows that it meets the criteria laid in the above afore quoted Section and Rule 69 of NCLT Rules, 2016. The Petitioner has filed Form-MGT 14 before the ROC which is not disputed by the ROC. Therefore, we are of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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