Jinan K R, Member - (1.) This Company Petition filed by the petitioner company under sub-section (3) of section 55 of the Companies Act, 2013 read with Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 is coming up finally before us on 10.01.2018, seeking approval of this Tribunal to the further issue of 7% 18,00,000 Redeemable Non-Cumulative Preference Shares of Rs.100/- each - Series B in redemption of the existing 7% 18,00,000 Redeemable Non-Cumulative Preference Shares of Rs.100/- each Series A which were due for redemption on 05.09.2016.
(2.) Rule 69 of the NCLT Rules, 2016 stipulates filing of a petition under subsection (3) of section 55 of the Companies Act, 2013 (the Act) in the prescribed format and the manner accompanied by such documents / information and requisite filing fee as mentioned in the said Rules. The instant Company Petition has been filed in terms of the said Rule.
(3.) Briefly, the facts as averred in the petition, are that Peerless Hospitex Hospital And Research Center Limited, the petitioner herein ("the company") was incorporated on 25.05.1989 under the Companies Act, 1956. The company is engaged in the business of running hospitals and to provide medical and other related facilities and services. Its Authorized Share capital is Rs.60,00,00,000/-divided into 400,00,000 Equity Shares of Rs.10/- each and 20,00,000 Redeemable Non-Cumulative Preference Shares of Rs.100/- each. The Issued, Subscribed and Paid-up Share Capital of the company is Rs. 415,703,130/-divided into 235,70,313 Equity Shares of Rs.10/- each fully paid-up of Rs.235,703,130/- and 18,00,000 7% Redeemable Non-Cumulative Preference Shares of Rs.100/- each fully paid-up of Rs. 180,000,000/-. The company issued 18,00,000 7% Redeemable Non-Cumulative Preference Shares of Rs.100/- each Series-A on 22nd December, 2011 in lieu of full redemption of 5% 18,00,000 Redeemable Non-Cumulative Preference Shares of Rs.100/- each held by The Peerless General Finance & Investment Company Limited, the sole Preference Shareholder which was initially issued on 28th August, 2006 under a Scheme of Arrangement approved by the Hon'ble High Court at Calcutta vide its order passed on 2nd August, 2006 in C.A. No. 162/2006. The said 7% Redeemable Non-Cumulative Preference Shares were issued for a tenure of 5 years. The company issued and allotted on 22.12.2011 7% 18,00,000 Redeemable Preference Shares of Rs.100/- each Series-A in full redemption of the then existing 5% 1800000 Redeemable Non-Cumulative Preference Shares of Rs.100/- each redeemable within 5 years from the date of issue on 06.09.2011. Due to inadequate resources, the company was not in a position to redeem the 7% 18,00,000 Redeemable Non-Cumulative Preference Shares of Rs.100/- each fully paid up amounting to Rs. 180,000,000/- on the due date of redemption being 05.09.2016. As resolved at the meeting of the Share Transfer and Allotment Committee of the Board of Directors of the company held on 22.12.2011, fresh 7% 18,00,000 Redeemable Non-Cumulative Preference Shares of Rs.100/- each Series-A were issued at par in full redemption of the existing 5% 18,00,000 Redeemable Non-cumulative Preference Shares of Rs.100/- each redeemable within 5 years ending on 5th September, 2011 on the terms and conditions of right to 7% dividend with effect from 6th September, 2011 redeemable after a period of not exceeding 5 years from 6th September, 2011. The unredeemed preference shares as on the date of the petition (i.e. on 21.09.2016) is 7% 18,00,000 Redeemable Non-Cumulative Preference Shares of Rs.100/- each Series-A aggregating Rs. 18,00,00,000/-which was due for redemption on 05.09.2016 The company convened and conducted a meeting on 29.08.2016 of the sole Preference Share holder, The Peerless General Finance & Investments Co. Ltd., the holding company of the petitioner which gave consent for further issue of Preference Shares under section 55(3) of the Companies Act, 2013, and accordingly, the company proposed to issue further 7% 18,00,000 Redeemable Non-Cumulative Preference Shares of Rs.100/- each Series-B in full redemption of the existing 7% 18,00,000 Redeemable Non-Cumulative Preference Shares of Rs.100/- each Series-A as per the provisions of section 55(3) of the Companies Act, 2013 read with Rule 9(1) and (2) of the Companies (Share Capital and Debentures) Rules, 2014 on the following terms and conditions: i) . The shares shall carry a right to a preferential dividend, as and when declared, on non-cumulative basis at 7% rate on the face value of shares. ii) . The Preference Shareholder shall be entitled to participate in surplus fund of the company, if any. iii) . The Preference Shareholder shall be entitled to participate in surplus assets and profits on winding up of the company. iv) . The Preference Shares will be redeemed fully or in part, within a period not exceeding 5 years of the issue. v) . The holder of Preference Shares shall have a right to vote in respect of their share capital on every resolution placed before the company which directly affects the rights attached to the preference shares and any resolution for the winding up of the company or for the repayment of reduction of its Preference Share Capital. vi). The 7% Redeemable Non-Cumulative Preference Shares shall be issued bearing distinctive Nos. 1 to 1800,000 (both inclusive) in a single Share Certificate containing 1800,000 shares in the certificate. The Board of Directors of company in its meeting held on 29.07.2016 passed a resolution for filing the instant petition to obtain approval of the Tribunal for the issue of further 7% 18,00,000 Redeemable Non-Cumulative Preference Shares of Rs.100/- each Series-B aggregating to Rs. 180000000/- in full redemption of unredeemed Preference Shares of Rs.100/- each as abovementioned.;