Rajeswara Rao Vittanala, Member - (1.) The Company Petition bearing C.P. (CM) No. 179/230/HDB/2017 is filed by M/s. Anjani Foods Limited (Petitioner / Transferee Company) under Sections 230 & 232 of the Companies Act, 2013, by inter-alia seeking to sanction scheme of Amalgamation in question so as to be binding on all the Equity Shareholders / Members, Creditors and employees of the Petitioner / Transferee Company.
(2.) Brief facts, leading to filing of present company. petition, are as follows:- (a) 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 main objects of the Transferee Company are to carry on the business of finance, investment and trading, hire purchase, leasing and to finance lease operations etc. and 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 etc. Its registered Office is situated at Vishnupur, Durgapur, Garagaparru Road, Bhimavaram - 534 202, West Godavari, Andhra Pradesh. (b) The Authorized Share Capital of the Transferee Company as on 31.03.2016 is Rs. 5,00,00,000/-divided into 50,00,000 Equity Shares of Rs.10/-each. The issued subscribed and paid up capital of the Transferee Company is Rs. 4,00,00,000/-divided into 40,00,000 equity shares of Rs. 10/-each fully paid up and there were calls in arrears of Rs.1,20,000/-. (c) M/s. Sai Aditya Foods Limited (The Transferor Company) is a Private Limited Company incorporated under the provisions of the Companies Act, 1956 on 16th May, 1994. Its Registered Office is situated at Plot No. 153, Sita Nilayam, Dwarakapuri Colony, Punjagutta, Hyderabad - 500 082, Telangana. The objects of the Transferor Company are to carry on the business of Hotels, Restaurant and cafe, tavern, housekeepers and to act as agents of any hotel or company and to establish and to carry on the business super-markets, retail shops, showrooms etc. (d) The present Authorised Share Capital of the Transferor Company as on 31.03.2016 is Rs.3,00,00,000/- divided into 3,00,000 Equity Shares of Rs.100/- each. The issued subscribed and paid up Capital of the Transferor Company is Rs. 2,94,18,500/- divided into 2,94,185 equity shares of Rs. 100/- each.
(3.) The Directors of both the Transferor Company and Transferee Company are of the opinion that the proposed Amalgamation will be for the benefit of both the Companies as follows: (i) The Transferor Company and the Transferee Company are engaged in the business of bakers, confectioners and related food products. The Transferor Company is a subsidiary of TransfereeIf Company which is holding 72.98 share capital of K&Jf tne Transferor Company. The Scheme of Amalgamation will benefit the Transferor Company, the Transferee Company and their respective shareholders. (ii) Simplify management structure, leading to better administration and reduction in costs from more focused operational efforts, rationalization, standardization and simplification of business processes, elimination of duplication and rationalization of administrative expenses. (iii) Will result in creation of a single larger unified entity in place of various entities under the same management and control, thus resulting in efficient synergies of operations and streamlined business transactions. (iv) Management and financial resources of Transferee Company will help the transferor company in setting up the green field manufacturing facility with appropriate international quality standards.;