In Re: I 4 Knowledge Processing Private Limited v. .
2016-06-16
R.M.CHHAYA
body2016
DigiLaw.ai
JUDGMENT : R.M. Chhaya, J. 1. Mrs. Swati Soparkar, learned advocate for the petitioner has tendered additional affidavit dated 16.6.2016, which is taken on record. 2. This is a petition filed under sections 100 to 103 of the Companies Act, 1956 seeking confirmation to the scheme of capital reduction of the Company. 3. The petitioner Company was incorporated on 11th May 2007 under the name and style of Eagle Creek Property Developers Private Limited. The name was of the Company was changed to Eagle Creek Knowledge Processing Services Private Limited vide fresh certificate dated 7th May 2008. It was further changed to I 4 Knowledge Processing Private Limited vide the fresh certificate dated 19th October 2015 issued by the Registrar of Companies, Gujarat. The petitioner company was incorporated with the objective to provide knowledge based services and support mainly to the financial industry in the United States. The services include skilled support to Financial Advisory firms for middle office and back office tasks, CPA firms for book keeping, tax planning and tax preparatory work etc. The Company proposed expansion and diversification plans to establish independent support centre for Insurance companies, providing skilled support for preparation of life expectancy illustrations and APS summaries. For the purpose, the company invited capital in form of Preference Shares from some Foreign Investors in the year 2009-10. The project was to service large number of insurance companies in the US with creating state of an art infrastructure to accommodate about 400 - 500 skilled people to deliver such tasks. However, considering the global slowdown and particularly economic crisis in US subprime sector, the said project was not viable and hence abandoned. The preference share capital which was invited specifically for the said project from the US based investors viz. Eagle Creek Fund LLC, Strategic Insurance Marketing Solution and Jose Dorothy Hong Farm Partnership, remained unutilized since the petitioner company does not envisage the said project to be implemented even in the future. The Capital so invested by US based investors being in excess of the requirements of the Company, it was resolved by the Board of Directors of the Company to return such excess capital in trenches. 4. Accordingly, vide the previous order dated 16th January 2015 (Coram Hon'ble Ms.
The Capital so invested by US based investors being in excess of the requirements of the Company, it was resolved by the Board of Directors of the Company to return such excess capital in trenches. 4. Accordingly, vide the previous order dated 16th January 2015 (Coram Hon'ble Ms. Justice Harsha Devani), passed in Company Petition No. 275 of 2014, the Hon'ble High Court confirmed the Reduction of the Preference Share Capital to the extent of Rs. 15,96,62,400/- by repayment towards 51,50,400 Preference shares held by M/s. Eagle Creek Fund LLC at the face value of the share viz. Rs. 31/- per share. Vide further order dated 6th August 2015 (Coram Hon'ble Mr. Justice Vipul M. Pancholi), passed in Company Petition No. 224 of 2015, the Hon'ble High Court confirmed the further Reduction of the Preference Share Capital to the extent of Rs. 2,19,45,000/- by part repayment towards 10,45,000 Preference Shares at Rs. 21/- each towards shares held by Strategic Insurance Marketing Solution and Jose Dorothy Hong Farm Partnership. As a result, the petitioner company had Preference Share Capital of Rs. 1,04,50,000/- consisting of 10,45,000 8.25% Cumulative Compulsorily Convertible Preference shares of Rs. 10/- each fully paid up as on 31st December 2015. It has been pointed out that after the said repayments, the two remaining Preference Shareholders of the Company agreed to relinquish their rights and interests in the residue Preference Shares and have agreed to surrender these shares without any further repayment towards the same. In light of the same, the Board of Directors thought it appropriate to reduce residue of its Preference Share Capital, by cancelling the said Preference Shares and transfer the amount of such reduced Capital to its Capital Reserve Account. 5.
In light of the same, the Board of Directors thought it appropriate to reduce residue of its Preference Share Capital, by cancelling the said Preference Shares and transfer the amount of such reduced Capital to its Capital Reserve Account. 5. For the purpose, the special resolution was passed in accordance with Section 189 of the Companies Act, 1956, at the respective Extra Ordinary General Meetings of the Equity shareholders and Preference Shareholders of the petitioner company, held after due notice as provided in the Act, on the 18th day of March 2016, it was resolved as follows: "RESOLVED THAT pursuant to the Articles of Association of the Company, Section 100 and other applicable provisions of the Companies Act, 1956, and pursuant to the enabling article No. 46 of Table "A", and subject to the confirmation by the Hon'ble High Court of Gujarat at Ahmedabad and subject to the sanctions and approvals of the appropriate authorities as may be required, and subject to such terms, conditions or modifications if any, as may be prescribed by such authorities while granting such approvals, consents or permissions and which may be agreed to by the Board of Directors of the Company, the Issued, Subscribed and Paid Up Preference Share Capital of the Company, being in excess of the requirements of the Company be reduced from Rs. 1,04,50,000/- consisting of 10,45,000 8.25% Cumulative Compulsorily Convertible Preference shares of Rs. 10/- each fully paid up to Rs. NIL. The said reduction be effected by cancellation of the existing 10,45,000 Preference shares held by Strategic Insurance Marketing Solution and Jose Dorothy Hong Farm Partnership being the investors in the Company". "RESOLVED FURTHER THAT upon the reduction being confirmed by the Hon'ble High Court of Gujarat at Ahmedabad, the above mentioned Shareholders holding 10,45,000/- fully paid-up Preference shares of the Company, shall cease to be the shareholders of the Company. "RESOLVED FURTHER THAT upon cancellation of the above referred Preference Shares, the said amount of Rs. 1,04,50,000/- shall be transferred to Capital Reserve Account of I4 Knowledge Processing Private Limited (Erstwhile Eagle Creek Knowledge Processing Services Private Limited)" "RESOLVED FURTHER THAT consequential amendments be made in the capital clause of the Memorandum of Association and the Articles of Association of the Company after the said reduction becomes operative and effective." 6.
1,04,50,000/- shall be transferred to Capital Reserve Account of I4 Knowledge Processing Private Limited (Erstwhile Eagle Creek Knowledge Processing Services Private Limited)" "RESOLVED FURTHER THAT consequential amendments be made in the capital clause of the Memorandum of Association and the Articles of Association of the Company after the said reduction becomes operative and effective." 6. The present petition was admitted by this Court on 28th March 2016 and the same was ordered to be advertised in "Indian Express", English daily and "Jaihind" Gujarati daily, both Ahmedabad editions. The same direction has been complied with by the company and the notice of the petition has been duly advertised in the aforesaid newspapers 6th April 2016. The same is confirmed by affidavit dated 11th April 2016. Pursuant to the said advertisement no one has come forward to raise any objections opposing the sanction to the proposed capital reduction. The said fact has been confirmed by the additional affidavit dated 16th June 2016 placed on record today. 7. It is pointed out in the petition that the proposed reduction does not involve repayment of paid up Share Capital. Further, since there are no Secured or Unsecured Creditors of the Petitioner Company, while admitting the Petition this Court did not give any directions as required under section 101(2) of the Act and the same were dispensed with. 8. I have heard Mrs. Swati Soparkar, learned advocate for the Petitioner. Having perused the Petition and more particularly the reasons given in support of the proposed reduction, in my view there is no reason not to confirm the proposed action of the Petitioner to reduce its capital. The said proposal does not prejudicially affect anyone. Accordingly the resolution dated 18th March 2016 is hereby confirmed. 9. The form of the minute proposed to be registered under Sec.103 (1)(b) is as follows: MINUTE UNDER SECTION 103 (1) "The Issued, Subscribed and Paid up Preference Share Capital of I4 Knowledge Processing Private Limited (erstwhile Eagle Creek Knowledge Processing Services Private Limited) is by virtue of a Special Resolution of the company dated 18th March 2016 and by virtue of the sanction granted by the High Court of Gujarat on 16th day of June 2016, reduced from Rs. 1,04,50,000/- consisting of 10,45,000 8.25% Cumulative Compulsorily Convertible Preference shares of Rs. 10/- each fully paid up to Rs. NIL." The same is hereby approved. 10.
1,04,50,000/- consisting of 10,45,000 8.25% Cumulative Compulsorily Convertible Preference shares of Rs. 10/- each fully paid up to Rs. NIL." The same is hereby approved. 10. Thus, the prayers made in terms of Para 12(A), 12(B) and 12(C) are hereby granted. 11. The petitioner is directed to publish the Notice of Confirmation of Reduction of Capital and approving of Minutes in Indian Express-English daily and Jaihind-Gujarati daily, both in Ahmedabad editions only within 14 days of the registration of the order with the Registrar of Companies. 12. The Petition is accordingly disposed of with no orders as to costs.