The court's decision emphasized that the reduction of capital should not prejudicially affect any party and should be in accordance with the provisions of the Companies Act, 1956.

R.M. Chhaya, J.

1. Mrs. Swati Soparkar, learned advocate for the petitioner has tendered additional affidavit dated 16.6.2016, which is taken on record.

2. This is a petition filed under sections 100 to 103 of the Companies Act, 1956 seeking confirmation to the scheme of capital reduction of the Company.

3. The petitioner Company was incorporated on 11th May 2007 under the name and style of Eagle Creek Property Developers Private Limited. The name was of the Company was changed to Eagle Creek Knowledge Processing Services Private Limited vide fresh certificate dated 7th May 2008. It was further changed to I 4 Knowledge Processing Private Limited vide the fresh certificate dated 19th October 2015 issued by the Registrar of Companies, Gujarat. The petitioner company was incorporated with the objective to provide knowledge based services and support mainly to the financial industry in the United States. The services include skilled support to Financial Advisory firms for middle office and back office tasks, CPA firms for book keeping, tax planning and tax preparatory work etc. The Company proposed expansion and diversification plans to establish independent support centre for Insurance companies, providing skilled support for preparation of life expectancy illustrations and APS summaries. For the purpose, the company invited capital in form of Preference Shares from some Foreign Investors in the year 2009-10. The project was to service large number of insurance companies in the US with creating state of an art infrastructure to accommodate about 400 - 500 skilled people to deliver such tasks. However, considering the global slowdown and particularly economic crisis in US subprime sector, the said project was not viable and hence abandoned. The preference share capital which was invited specifically for the said project from the US based investors viz. Eagle Creek Fund LLC, Strategic Insurance Marketing Solution and Jose Dorothy Hong Farm Partnership, remained unutilized since the petitioner company does not envisage the said project to be implemented even in the future. The Capital so invested by US based investors being in excess of the requirements of the Company, it was resolved by the Board of Directors of the Company to return such excess capital in trenches.

4. Accordingly, vide the previous order dated 16th January 2015 (Coram Hon'ble Ms. Justice Harsha Devani), passed in Company Petition No. 275 of 2014, the Hon'ble High Court confirmed the Reduction of the Preference Share Capital to the extent of Rs. 15,96,62,400/- by repayment towards 51,50,400 Preference shares held by M/s. Eagle Creek Fund LLC at the face value of the share viz. Rs. 31/- per share. Vide further order dated 6th August 2015 (Coram Hon'ble Mr. Justice Vipul M. Pancholi), passed in Company Petition No. 224 of 2015, the Hon'ble High Court confirmed the further Reduction of the Preference Share Capital to the extent of Rs. 2,19,45,000/- by part repayment towards 10,45,000 Preference Shares at Rs. 21/- each towards shares held by Strategic Insurance Marketing Solution and Jose Dorothy Hong Farm Partnership. As a result, the petitioner company had Preference Share Capital of Rs. 1,04,50,000/- consisting of 10,45,000 8.25% Cumulative Compulsorily Convertible Preference shares of Rs. 10/- each fully paid up as on 31st December 2015. It has been pointed out that after the said repayments, the two remaining Preference Shareholders of the Company agreed to relinquish their rights and interests in the residue Preference Shares and have agreed to surrender these shares without any further repayment towards the same. In light of the same, the Board of Directors thought it appropriate to reduce residue of its Preference Share Capital, by cancelling the said Preference Shares and transfer the amount of such reduced Capital to its Capital Reserve Account.

5. For the purpose, the special resolution was passed in accordance with Section 189 of the Companies Act, 195