H.P Chaturvedi, Member - (1.) The Present Company Petition CP No. 80/ALD/2017 (M/s Amrit Banaspati Company Limited bearing CIN NO-U51909UP1985PLC056366) is filed under section 14(1) of Companies Act, 2013 seeking approval from this Tribunal for conversion of the Petitioner Company from Public Limited to Private Limited pursuant to a Board Resolution Dated, 3rd February, 2017 further duly ratified by the Extra-Ordinary General Meeting(EOGM) of the company held on 14th March, 2017.
(2.) The brief fact raising to, and as per averment made in the present petition are stated as under. a. The Petitioner Company is a closely held Company and is reported presently to be an unlisted Public Limited Company (As per the material placed before us the petitioner company was once listed in the stock Exchange in Bombay & Delhi in the year 2012) having Registered Office at A-95, Sector-65, Noida-201 309. The Petitioner Company was engaged in the manufacturing and distribution of edible oil business having manufacturing unit in the State of Punjab hence was got listed on Bombay and Delhi Stock During the year 2012. Thereafter the Company is reported having sold/transferred its edible oils business along with its manufacturing undertaking on a slump sale basis as a going concern to M/s. Bunge India Private Limited. Consequent thereto, the Company was no longer engaged in the edible oils business, which was its sole business at that time for listing with the stock exchanges. Therefore, the Company's Promoter offered for buying back of its share as possessed by the public shareholders under SEBI (Delisting of Equity Shares) Regulations, 2009. Consequent to such buying back of the shares from public shareholders, the Company was got delisted from the stock exchange and thus become an unlisted public Company in the year 2013. b. The Company was initially incorporated under Companies Act, 1956 under the name and style of Amrit Enterprises Limited with the Registrar of Companies, Punjab, H.P. & Haryana (at Jalandhar) on 28.03.1985 as a Limited Company. Later on the name of Company was changed from Amrit Enterprises Limited to Amrit Banaspati Company Limited vide fresh incorporation certificate dated 2nd August 2007, issued by the Registrar of Companies, Punjab, H.P. & Haryana at Jalandhar. As per the record of the case, the Registered office of the Petitioner Company was further shifted to A-95, Sector-65, Noida in the State of Uttar Pradesh pursuant to an order dated 5th April, 2013 passed by the Regional Director (NR), Ministry of Corporate Affairs, New Delhi. c. As per the averment, made in the Present Petition the Company is having an authorized share capital of Rs. 22,52,00,000/- (Twenty-Two Crore Fifty-Two Lakhs Only) Divided into Rs. 2,25,20,000/- (Two Crore Twenty-Five Lakh Twenty Thousand Only/-) equity shares of Rs. 101/- each and paid up share capital of the Company is Rs. 9,55,16,870/- (Nine Crore Fifty-Five Lakhs Sixteen Thousand Eight Hundred Seventy Only) divided into Rs. 95,51,687/- (Ninety-Five Lakh Fifty-One Thousand Six Hundred Eighty-Seven Only) Equity shares of Rs. 101/- each. d. The main objects of the Company are described in Clause "A" of its Memorandum of Association which reads as under: i. To carry on the Business of and dealers in chemicals, fertilisers, pesticides, heavy chemicals, alkalies, acids, assances, pharmaceutical, medicine, chemicals, industrial alcohols, acetones, and other organic compounds of carbon and hydrogen (Hydro Carbons), dyes and dye intermediates, drugs and drug intermediates, cosmetic products, non-edible oil products, mineral and other waters, organic or mineral intermediates for paints and colure grinders, makers of and dealers in salts and marine minerals and their derivatives, hocculants and polymers of all kinds and description and/or their compounds and derivatives of all kinds and description. ii. To manufacture, refine, prepare, treat, purchase, sell, import, export, store, distribute or otherwise deal in either as principals or as agents or in collaboration with others all or any of followings, viz. rice bran, oils, cakes and sees, nuts, soya bean and its products, soaps, deoiled brans and cakes. iii. To carry on the business of manufacturers, importers, exporters and dealers in all kinds and classes of paper, board, Husk board, corrugating medium and pulp including writing paper, printing, absorbent tissue, newsprint paper, wrapping paper, tissue paper, cover paper, blotting paper, fitter paper, antique paper, ivory finish paper, coated paper, art paper, bank and bond paper, badami, brown or buff paper, bible paper, cartridge paper, cloth lined paper, azurelaid and wove paper, cream laid and wave paper, grease proof paper, gummed paper, handmade paper, parchment paper, drawing paper, kraft paper, manila paper, envelope paper, sensitised paper, chemically treated paper, paste board, duplex and triplex board, hard board, ply wood board, post cards, visiting cards, soda pulp, sulphite pulp, semi-chemical pup and all kinds of articles in the manufacture of which in any form paper, board or pulp is used and also to deal in or manufacture any other articles or things of a character similar or analogous to the foregoing or any of them or connected therewith and to purchase or otherwise acquire, settle, or improve and cultivate, forests, lands and properties of any tenure whatsoever with a view to producing, cultivating, growing timber, bamboo and other wood. iv. To carry on business of civil, mechanical, electrical and consulting engineers, agricultural engineers, aeronautical engineers, aviation engineers, construction engineers and engineers in all branches of work whatsoever known to engineering, erectors, mechanics, manufacturers of agricultural implements and any other kind of machinery which is used for the purpose of agriculture or for any other purpose whatsoever and/or any part thereof or accessories thereto; founder; manufacturers of welding appliances and of all or any parts thereof or accessories thereto/boiler makers; millwrights; wire drawers, tube makers, iron and steel converters; smiths, whellwrights, wood workers, metallurgists, galvanizers, japanners, enamellers, electroplaters, silver-platers, nickelp laters, varnishers, vulcanisers: water supply and hydraulic engineers, marine engineers, motor engineers, painters and packing case makers: manufacturers of all other instruments uses in or in connection with any of the above business; and of motors, machinery and scientific appliances, apparatus and devices of every description whatsoever: rolling stock, timber goods, iron, steel and other metal implements, tools, utensils.
(3.) In addition to the above. The Petitioner Company has given reason for Proposed Conversion of the Company which is described in its explanatory statement of the EOGM of the Company which for the sake of convenience may be reproduced here under: (a) It is stated that the company as being a closely held public company is having only 20 shareholders and there is no involvement of Public in the shareholding or Management of the Company. Hence, the company's management as well as all its shareholders are of the view that the company should become Private Limited Company in order to work smoothly and efficiently under the new Companies Act 2013, and to be more law complaint Therefore, by this petition the company has now proposed for its conversion from Public Limited Company to Private Limited Company. (b) It is stated that the proposed conversion of the Applicant Company from Public L united to Private Limited Company shall not affect any secured creditors, unsecured creditor loan, debts, liabilities, obligations or contracts incurred or enter into, by or on behalf of it before conversion and such Secured Loan, Unsecured Loan, debts, liabilities and contracts may be enforced in the manner as they were enjoying the status before the conversion. (c) The Petitioner Company through its EOGM held on 14th March, 2017 has sought an approval from its shareholders to convert its status from Public Limited to Private Limited. Further shareholders/members of the Company in the above stated EOGM dated 14th March, 2017 have given their unanimous consent for proposed conversion of the Company. As all of them have voted in favour of the proposed resolution of conversion of the Company. (d) It is submitted that the petitioner company is although a Public Limited Company but not listed in any Stock Exchange and nor is registered as section 8 Company. Therefore, the petitioner company has sought approval of this Tribunal in respect of its stated resolution and for proposed alteration in its Article of Association, having such effect of conversion of a public limited company into private limited as per section 14(1)(b) of the Companies Act, 2013. Hence aforesaid reason the present petition is before us for seeking relief in terms of its prayer clause which is sated as under: Prayer- ("To confirm the conversion of the Petitioner Company into a Private Limited Company and alteration in the Memorandum & Article of Association of the Company and consequent thereto change the name of the Company from "AMRIT BANASPATI COMPANY LIMITED" to "AMRIT BANASPATI COMPANY PRIVATE LIMITED ").;