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2018 (10) TMI 1381 - Tri - Companies LawConversion of the status of the company - Seeking approval to the conversion by altering the Articles of Association - Special Resolution passed at the Extraordinary General Meeting (EOGM) for the change of status of the Company from Public Limited Company to Private Limited Company - Held that - Since all the requisite statutory compliance has been fulfilled, the conversion of the status of the company from Public Limited to Private Limited as per Special Resolution passed at the EOGM held on 27.01.2017 is hereby approved in the interest of the company and such change of status of the company shall not cause any prejudice either to the members or the creditors of the petitioner company. The Petitioner shall, however, remain bound to comply with the statutory requirements in accordance with law. The Petitioner is hereby directed to file with the Registrar of Companies, West Bengal, a certified copy of the order of this Tribunal in the prescribed e-form together with a printed copy of the altered Articles of Association accompanied by requisite fee, within a period of 15 days in terms of the provision of sub-section (2) of Section 14 of the Companies Act, 2013, read with Rule 161, of NCLT Rules, 2016.
Issues Involved:
1. Approval for conversion of a public limited company to a private limited company. 2. Compliance with Rule 68 of the NCLT Rules, 2016. 3. Filing of statutory documents and notices. 4. Examination of objections or consents from shareholders and creditors. 5. Compliance with Section 14 of the Companies Act, 2013. Issue-wise Detailed Analysis: 1. Approval for Conversion: The petition sought approval from the Tribunal to convert the company's status from a "Public Limited Company" to a "Private Limited Company" by altering the Articles of Association through a Special Resolution passed at the Extraordinary General Meeting (EOGM) held on 27.01.2017. 2. Compliance with Rule 68 of the NCLT Rules, 2016: Rule 68 requires filing a petition in the prescribed format with necessary documents for converting a public company to a private company. The petition complied with these requirements, including the publication of notices in newspapers and obtaining consents from shareholders and creditors. 3. Filing of Statutory Documents and Notices: The company published notices in "Business Standard" and "Ekdin" on 03.02.2018, served notices to the Central Government, Regional Director, and Registrar of Companies (ROC), and filed affidavits of service. The company also filed e-form MGT-14 with the ROC, which was approved. 4. Examination of Objections or Consents from Shareholders and Creditors: No objections were received from the public or authorities. All seven shareholders and the creditors, Shona Bhojnagarwala and Gujrani & Company, provided no-objection certificates. The company confirmed NIL creditors as of 25.09.2017, supported by affidavits and certificates from auditors. 5. Compliance with Section 14 of the Companies Act, 2013: Section 14 requires a Special Resolution and Tribunal approval for converting a public company to a private company. The Special Resolution was unanimously passed at the EOGM on 27.01.2017. The ROC reported no objections and confirmed compliance with statutory requirements, including the filing of financial statements and annual returns. Conclusion: The Tribunal approved the conversion of the company's status from "Public Limited" to "Private Limited," noting compliance with all statutory requirements and no objections from stakeholders. The petitioner was directed to file a certified copy of the order and the altered Articles of Association with the ROC within 15 days. The petition was disposed of with no order as to costs.
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