Rajeswara Rao Vittanala, Member - (1.) The present Company Petition bearing CP No. 67/14/HDB/2017 is filed by Petro Additives And Fertilizers Limited, U/S. 14(i) of the Companies, 2013 R/w. Companies( Incorporation ) Rules, 2014 by inter alia seeking to approve conversion of "Public Limited" into "Private Limited" and to amend the articles of association of the company to include the restrictions and limitations, which are required to be included in the articles of association of a private company with consequential order(s).
(2.) Brief facts, leading to filing of present company petition, are as follows: 1) Petro Additives and Fertilizers Limited, formerly known as Naveen Additives Limited, was incorporated on 28th May 1997 as Public Limited Company in the state of State of Telangana (erstwhile state of Andhra Pradesh (which is herein after referred to as Company). 2) The main objects of the Company are Manufacture, process, assemble, marketing, buy, sell, trading, enter into contract, import, export, repair, alter, improve, reprocess, exchange, develop let on hire, distribute or otherwise deal in all type of special chemicals, fine chemicals, fertilizers and additive components for petroleum products, Petrochemicals, Plastic, rubber, monomers, oil fields application, natural gas processing oil, vegetable oils and all types of industrial oils like gear oils and additives, rust inhibitors, Emulsifiers, Automotive Oil, lubricants, Furnace oils, Bio-fuels Grease and pulverizing of Minerals and Metals, despite best efforts of management, there is no revenue being generated for past 6 (six) financial years. 3) Since the operations of the company have curtailed, and it has a very small numbers of shareholder i.e. below two hundred, and the Company is no need of more funding from capital, and interest of shareholders and stakeholders, the Board of Directors thought it fit convert the Company into Private Limited Company to avoid unnecessary formalities and to obtain privileges available for private Companies and it would help the management to carry out its affairs effectively. 4) In pursuance to the above decision, a notice dated 20th November, 2016 was given for the above purpose, calling Extraordinary General Meeting of the Company at 10.00 A.M. on Monday, the 5th December, 2016 at the registered office of the Company. Accordingly, meeting was held in accordance with law, and all the members of the Company have given their consent for conversion of Company from Public into Private Company as per provisions of section 14 R/w. 33 of Companies (Incorporation) Rules, 2014, however, subject to approval of the same by the Tribunal. Accordingly, the present petition is filed seeking approval of the same.
(3.) I have heard Ms. Kirtika Sharma. Practicing Secretary and Shri M. Anil Kumar. Learned counsel for the Respondent.;