IN RE Vs. MICROFIRM CAPITAL PRIVATE LIMITED

JUDGEMENT

(1.) This Company Petition filed by the Petitioner Company under section 230 of the Companies Act, 2013 and section 48 of the said Act read with Company (Compromised, Arrangements and Amalgamations) Rules, 2016 is coming up finally before us on 05.01.2018 for the purpose of sanction of the Scheme of Arrangement as contemplated between the company (Microfilm Capital Private Limited) and its holders of 7% Redeemable Cumulative Preference Shares Series III (class of Members) and equity shareholders. The proposed Scheme of Arrangement is for extension of maturity period of preference shares of the company. It involves a compromise with the current holders of the RCPS, as the company, not having sufficient liquidity and being in the need for long term resources for its business intends to defer the date of redemption of the RCPS by a period of 10 years, and thereby, render original maturity 15 years as against 5 years as originally issued.

(2.) Initially, the company had filed the first motion application bearing C.A.No. 159/KB/2017. This Tribunal vide its order dated 12.06.2017 had directed meeting of the equity shareholders and 7% Redeemable Cumulative Preference Shareholders, Series III (RCPS) of the applicant, to be called and held under the chairmanship of Ms. Dipti Sen, on 21.07.2017. Other consequential directions had also been passed in this regard as per the provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

(3.) The applicant company has now initiated the second motion being C.P. NO. 510/KB/2017 for sanction of the Scheme of Arrangement as mentioned in Para-1 . As per averments made in the petition, the petitioner company is the issuer company. It has both equity as well as preference shares in its capital structure. The issuer company has issued 87,000 - 7% Redeemable Cumulative Preference Shares, Series-Ill, on 30.03.2012 withe certain terms and conditions which were part redeemed before the due date of redemption and the continuing RCPS are 46250 due to be redeemed on 30.03.2017. The original terms and conditions of issue of RCPS, as indicated in Annexure 'A' is extracted below :-