Rajeswara Rao Vittanala, Member - (1.) The Company Petition bearing CP No.139/14/HDB /2017 is filed by M/s Hetro Spinners Limited (Petitioner) under Section 14 of the Companies Act, 2013, R/w Rule 68 of the NCLT Rules, 2016, by inter-alia, seeking to approve for conversion of the Public Limited Company into Private Limited Company and also to approve new set of Articles of Association, as per Special Resolution as passed at the Extra-ordinary General Meeting held on 27.02.2017.
(2.) Brief facts, leading to the filing of present petition, are as follows : (a) Hetro Spinners Limited (Petitioner) was incorporated on 21.08.2009 under Companies Act, 1956 which was originally incorporated as Sai Manasa Spintex (India) Limited and subsequently it was changed to Hetro Spinners Limited. (b) Its Authorized Share capital is Rs. 14,00,00,000/-divided into 1,40,00,000/- Equity Shares of Rs. 10/-each. The present paid up capital is Rs. 13,40,18,000/- divided into 1,34,01,800 Equity Shares of Rs.10/- each. (c) The main objects of the Petitioner Company are to carry on the business of ginning, pressing, spinning, packing, weaving etc. and importing and exporting of other fibrous substances of cloth and all kinds textile. (d) It is stated that there is no involvement of public in the shareholding or management of the Company and thus, the Company can convert the status of the Company into Private Limited Company to avoid several formalities, which would help the management to carry out its functions efficiently and economically. It is further stated that by proposed conversion it would not change its liabilities, obligations towards anybody. Accordingly, at the Board Meeting held on 01.02.2017 has decided to convert the Petitioner Company into a Private Limited Company within the Meaning of Section 2(68) of the Companies Act, 2013 and also approved the proposal for alteration of the Articles of Association of the Company. (e) It is further stated that as on date of Extra-Ordinary General Meeting held on 27.02.2017, 35 shareholders were holding 1,34,01,800 Equity shares of Rs. 10/- each and out of 35 share holders, 11 shareholders holding 1,07,92,200 shares amounting to 80.53% of the total paid up capital of the Company were present at the meeting. All the shareholders, who are present at the meeting have voted in favour of the resolution and thus, the shareholders holding 80.53% of the total paid up share capital of the Company have approved the Special Resolution. (f) It is further submitted that the Petitioner Company have not received any objections from any person for conversion of the Petitioner Company from Public Limited Company to Private Limited Company. (g) The Petitioner Company has duly filed Form MGT-14 with Registrar of Companies, AP and Telangana, after passing special Resolution in EGM held on 27.02.2017. (h) It is submitted that the reason for conversion of the Company into Private Limited Company is, it has very small number of shareholders and company is in no need of more funding from capital, and it would serve the interest of shareholders and stakeholders. The Board of Directors have felt that the shareholders of the Petitioner Company consist of promoters and their relatives and thus, conversion of the same into Private Limited, the Petitioner Company can enjoy the benefits and exemptions available to Private Companies. (i) The proposed conversion from Public Limited Company to Private Limited Company would be in the interest of the Petitioner and shareholders and no one would be prejudiced and will not be against the interest of the creditors of the Company.
(3.) The case was listed for hearing on various dates viz. 08.08.2017, 08.09.2017, 05.10.2017, 16.10.2017 and today.;