SMARTPLAY TECHNOLOGIES (INDIA) PRIVATE LIMITED Vs. NIL

JUDGEMENT

(1.) THE present petition is filed seeking confirmation of the conversion of 70,260 shares of Rs. 10/ - each into 70,260 redeemable preference shares of Rs. 10/ - each carrying a dividend of 1% and redeemable within a period of 10 years as required under Section 100 of the Companies Act, 1956. The shareholders of the petitioner -Company, vide a special resolution passed at an Extra -ordinary General meeting of the company held on 19.07.2013, approved the conversion of 70,260 equity shares of the company into redeemable preference shares. The resolution is at Annexure -"D" to the petition. It is the contention of the petitioner that the conversion of the share capital would not involve any financial outlay on the part of the petitioner -company and would not affect the interest of the creditors of the petitioner -company and that this court, by its order dated 23.10.2013 in Company Application No. 1639/2013, had dispensed with the procedure of settling the list of creditors and had directed the petitioner -company to take out notice by way of paper publication. The petitioner has duly had the advertisement published in the newspapers and the same is placed on record along with a memo.

(2.) THIS court is satisfied that there is due compliance with the statutory requirements and there is no impediment in the petition being accepted and sanction being accorded. The special resolution passed in the Extra -ordinary General Meeting of the petitioner -company is enclosed to the petition, which reads as follows: RESOLVED THAT subject to confirmation by the Hon'ble High Court of Karnataka, the existing paid -up equity share capital of Rs. 7,02,600/ - (Rupees Seven Lakh Two Thousand Six Hundred Only) comprising of 70,260 (Seventy Thousand Two Hundred and sixty) equity shares of Rs. 10/ - (Rupees Ten Only) each will be converted at par into 70,260 (Seventy Thousand Two Hundred and Sixth) Redeemable Preference Shares of Rs. 10/ - (Rupees Ten Only) each, by extinguishing the existing 70,260 (Seventy Thousand Two Hundred and Sixty) equity shares of Rs. 10/ - (Rupees Ten Only) and Redeemable ' Preference Shares for the same value being issued to the equity shareholders. RESOLVED FURTHER THAT the conversion of the Company's paid -up equity share capital into redeemable preference shares is subject to the following terms and conditions: