2003 (1) TMI 720 - HC - Companies Law

Summary

Issues:
1. Reduction of share premium account against the cost of intangible asset.
2. Compliance with provisions of the Companies Act, 1956 for reduction of share premium account.
3. Confirmation of special resolution by the High Court.

Analysis:

1. Reduction of share premium account against the cost of intangible asset:
The petitioner company sought to adjust the cost of an acquired intellectual property right against the share premium account balance. The company intended to merge two software products and market them under a new brand name. As there were no buyers for one of the products, it was included without additional cost. The proposed reduction aimed to enhance the company's balance sheet efficiency without affecting shareholders or creditors' rights.

2. Compliance with provisions of the Companies Act, 1956 for reduction of share premium account:
Section 78 of the Companies Act deals with the application of premiums received on share issuance. The court considered whether adjusting the intangible asset cost against the share premium account aligned with the Act's provisions. The petitioner was directed to produce a list of creditors and follow due process, including public notices and hearings. As no opposition was raised by creditors or members, the court found the company entitled to the relief sought.

3. Confirmation of special resolution by the High Court:
The court reviewed the company's resolution authorizing the adjustment of the intellectual property right's value against the share premium account. The court confirmed the special resolution, noting that the reduction of the share premium account was beneficial to shareholders and creditors. The court approved the proposed minutes and ordered their registration with the Registrar of Companies, along with publication in designated newspapers.

In conclusion, the High Court confirmed the reduction of the share premium account against the intangible asset cost, ensuring compliance with the Companies Act, 1956. The court found the company's actions to be in good faith and beneficial to stakeholders, leading to the approval of the special resolution and related minutes.