Ravikumar Duraisamy, Member - (1.) The Company Petition bearing CP.No.69/14/HDB/2017 is filed by Vani Boards Limited (hereinafter referred to as 'the Petitioner Company') under Section 14(1) of the Companies Act, 2013 by inter-alia seeking (a) to convert the Company from 'Public Limited' to 'Private Limited' and consequently the name of the company be changed from 'Vani Boards Limited' to 'Vani Boards Private Limited' by inserting the word 'Private' before the word 'Limited'and (b) To direct the Petitioner to file the Amended Articles with the Registrar of Companies, Ministry of Corporate Affairs, Hyderabad within 30 days from the date of the receipt of the certified copy of the order from the Hon'ble Tribunal.
(2.) The above Petition came up for hearing before this Tribunal on 02.06.2017; 07.06.2017; 13.06.2017; 07.07.2017; 06.10.2017 and finally on 20.10.2017.
(3.) Brief facts of case as submitted are as unden- a) The Petitioner Company was initially incorporated as a Public Limited Company on 06.03.2013under the Companies Act, 1956 in the name of Vani Boards Limited with Corporate Identity Number (ON) U21098AP2013PLC086180. The Authorized Share Capital of the Company as on 31.03.2016 is Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each and its issued, subscribed and paid-up-capital is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/-each. The Company presently is an Unlisted Public Company limited by shares. The registered office of the Company is situated at D.No.35-32-2, A.B. Bhavan, Yenamandravari Street, Tanuku, West Godavari District, Andhra Pradesh - 534211. b) The main objects of the Company as per its Memorandum of Association, in brief are to carry in India or elsewhere the business as manufacturers, producers, processors, importers, exporters, buyers, sellers, stockiest, agents, distributors, job workers, collaborators, consultants, suppliers and dealers in all kinds, classes, applications, specifications, descriptions, characteristics, colors and uses of paper oncluding writing paper, printing paper, absorbent paper, packing and wrapping paper, wall and ceiling paper, news print paper, filter paper, ivory finish paper, cartridge paper, etc. c) The Petitioner Company has very small number of shareholders i.e. 7 (seven) holding 50,000shares and the company isin no need of more funding of capital and thus in the interest of shareholders and stakeholders, and in order to avoid unnecessary formalities and to obtain privileges, which are available to private limited companies, hence, it has decided to convert the Public Limited Company into a Private Limited Company as to work effectively. d) The Members of the Company in their EoGM held on 06.02.2017 approved the proposal of conversion from Public Limited to a Private Limited Company, by way of a Special Resolution and the same was filed in Form No.MGT-14 with the Registrar of Companies. All the 7(seven) members have participated in the EoGM and voted in favour of the resolution. The Petitioner Company submitted that conversion of the Company to a Private Limited will not affect any debts, liabilities, obligations or contracts etc., transacted in the name of present Company. f) The Company had no Secured and Unsecured Creditors and Debenture holders as on the date of the EoGM and as on the date of filing the Company Petition. Further the Petitioner Company has published an advertisement in accordance with NCLT Rules, 2016 with regard to conversion of Public Limited Company to Private Limited Company one in English in "Business Standard" on 22.06.2017 and one in verna cular language i.e. Telugu in "Andhra Bhoomi" on 22.06.2017. g) The Petitioner Company by an affidavit dated 06.07.2017 informed that the Petitioner Company and the Counsel for the Petitioner have not received any objections from any person for conversion of petitioner Company from Public Limited Company to Private Limited Company.;