Rajeswara Rao Vittanala, Member - (1.) The Company application bearing C.A. (CAA) No. 38/230/HDB/2017 (referred to as Company application hereinafter) is filed by M/s. Anjani Foods Limited under sections 230 and 232 and other applicable provisions of Companies Act, 2013 by seeking the following reliefs: a) To convene the meeting of Equity Shareholders of the Applicant/Transferee Company; b) To convene the meeting of the Equity Shareholders of the Applicant/Transferee Company at the registered office of the Company or any other place as may be directed, for consideration of the proposed Scheme; c) To appoint a Chairperson for convening and conducting the meeting of the Equity Shareholders; d) That the quorum be fixed as 15 (fifteen) shareholders personally present in the meeting and they may be permitted to exercise their vote at the said meeting either in person or through proxies; e) As to the manner of giving the notices of the said meeting, it is sufficient to serve the notices on the Equity Shareholders of the Applicant/Transferee Company by Ordinary Post; f) That the advertisement be directed to be published once in English Edition of "The Indian Express", Vijayawada Edition and once in Telugu Edition of "Andhra Jyoti", Eluru Edition; g) As for the time for the Chairperson of the meeting to file their report to the Hon'ble Tribunal of the result of the meeting, the time be fixed as 10 days from the date of the said meeting, etc.
(2.) Brief facts of the case, as stated in the Company application are as under: 1) M/s. Anjani Foods Limited (hereinafter referred to as "Transferee Company") was incorporated as a public limited company on 25th day of June, 1983 under the name and style of "Raasi Finance and Investment Limited under Certificate of Incorporation No. 4005 of 1983-84. Later the name of the company was changed to Raasi Enterprises Ltd., on getting approval from Central Government on 18th day of April, 2006 and fresh Certificate of Incorporation consequent on change of name was issued by Registrar of Companies, Andhra Pradesh on 18th April, 2006 again later on the company has changed its name to "Anjani Foods Limited" after passing necessary resolution on 20th September, 2014 and obtaining the approval from Central Government. A Fresh Certificate of Incorporation consequent on change of name was issued by Registrar of Companies, Andhra Pradesh and Telangana on 07th day of November, 2014. The Registered Office of the Transferee Company is situated at Vishnupur, Durgapur, Garagaparru Road, Bhimavaram - 534 202, West Godavari, Andhra Pradesh.
(3.) The main objects and nature of business of the Transferee Company, in brief, as set out in the Memorandum of Association as under: (i) To carry on and undertake as its principal business, the business of finance, investment and trading hire purchase, leasing and to finance lease operations of all kinds, purchasing, selling hiring or letting on hire of all kinds of plant and machinery and equipment that the company may think fiat and to assist in financing of all and every kind and description of hire purchase etc. (ii) To carry on the business of bakers, confectioners, manufacturers, distributors and sellers of bread, biscuits, crackers, cookies, cakes, pastries and other bakery products, ice creams, beverages, aerated drinks, aerated and artificial water, milk etc. (iii) To acquire any such shares, stocks, debentures, debenture stocks, bonds, obligations or securities by original subscription, participation in syndicates, tender, purchase, gift, exchange or otherwise and to subscribe for the same, either conditionally or otherwise and to guarantee the subscription thereof and exercise and enforce all rights and powers conferred by or incidental to the ownership thereof. (iv) The Transferee Company is engaged in the business of manufacture of food and confectionery business etc.,.;