ADITYA PRAKASH ENTERTAINMENT PVT LTD Vs. MAGIKWAND MEDIA PVT LTD
LAWS(BOM)-2018-3-257
HIGH COURT OF BOMBAY (AT: NAGPUR)
Decided on March 05,2018

ADITYA PRAKASH ENTERTAINMENT PVT LTD Appellant
VERSUS
MAGIKWAND MEDIA PVT LTD Respondents

JUDGEMENT

K.R. Shriram, J. - (1.) The petition has been filed by petitioner for winding up of the companyMagikwand Media Ltd. (the company). Though in the cause title, it is mentioned, 'In the matter of Section 433(f) and 434 of the Companies Act', Shri Arsiwala appearing for petitioner started by saying it is under Section 433(e), namely, the company is unable to pay its debt.
(2.) Petitioner had subscribed and had issued 1,00,078, 6% noncumulative optionally convertible redeemable preference shares of Rs. 10/ each. As a shareholder, for each financial year, petitioner was entitled to noncumulative preferential dividend of 6%. Preference shares issued was with a conversion option under which petitioner could, in lieu of redemption, exercise the option for conversion of preference shares into equity shares between 1st October 2014 to 31st December 2014 in one or more tranche by giving prior notice to the company of not less than 60 days in writing. One preference share is to be converted into ten equity shares of Rs.10/ each. The Board also had option to convert the preference shares partly or fully in equity shares of the company with the consent of the petitioner on mutually agreed terms and conditions even before 1st October 2014. Redemption schedule was also provided whereby Rs.30/ per share was to be paid out on 28th February 2015, Rs.35/ per share on 28th February 2016, Rs. 35/ per share on 28th February 2017. Admittedly, petitioner did not exercise its option to convert the preference shares into equity shares and admittedly, the company also did not exercise its option to convert preference shares partly or fully into equity shares.
(3.) At no point, the company declared any dividend even to the equity shareholders or preferential shareholders. At the time when this petition came to be filed, only the first redemption had become become finally due, i.e., redemption due on 28th February 2015 at Rs. 30/ per share. During the pendency of this petition, the other two installments have also fallen due. Effectively, the entire amount of Rs.1,00,07,800/ has become due and payable.;


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