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2019 (4) TMI 822 - Tri - Companies LawConversion of status of the Company from Public Limited Company to Private Limited Company - alteration of Articles of Association - Section 14 of the Companies Act, 2013 - 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 08.02.2018 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.
Issues Involved:
1. Approval for conversion of a public limited company to a private limited company. 2. Compliance with statutory requirements under the Companies Act, 2013 and NCLT Rules, 2016. 3. Consideration of objections or consents from stakeholders and statutory authorities. Issue-wise Detailed Analysis: 1. Approval for Conversion of a Public Limited Company to a Private Limited Company: The petitioner sought approval under Section 14(1) of the Companies Act, 2013, to convert the company from a public limited to a private limited entity by altering the Articles of Association. This conversion was approved by a Special Resolution passed at the Extra-Ordinary General Meeting (EOGM) on 08.02.2018. 2. Compliance with Statutory Requirements under the Companies Act, 2013 and NCLT Rules, 2016: The petition was filed in accordance with Rule 68 of the NCLT Rules, 2016, which outlines the procedure for converting a public company to a private company. The company was incorporated on 04.01.1995 and is an unlisted public company with a Certificate of Registration from the Reserve Bank of India (RBI) as a Non-Banking Financial Company (NBFC). The Board of Directors approved the proposed alteration of the Articles of Association on 16.01.2018, followed by the Special Resolution at the EOGM on 08.02.2018. The conversion aimed to achieve operational ease, avoid unnecessary formalities, and improve management efficiency. 3. Consideration of Objections or Consents from Stakeholders and Statutory Authorities: The company served a copy of the petition to the Regional Director, Eastern Region, Kolkata, the Registrar of Companies, West Bengal, and the RBI. Notices were published in local newspapers, and no objections were received from any statutory authorities or creditors. The sole creditor, HDFC Bank Ltd., provided a 'No Objection' letter dated 11.09.2018. The Registrar of Companies, West Bengal, submitted a report on 31.08.2018, noting that the company had complied with filing requirements and had no investor complaints or prosecutions against it. The RBI did not raise any objections, and the company's financial statements were reviewed. Judgment: The Tribunal, after hearing the petitioner and reviewing the compliance with statutory requirements, approved the conversion of the company's status from "Public Limited" to "Private Limited" as per the Special Resolution passed on 08.02.2018. The Tribunal found that the conversion would not prejudice the members or creditors of the company. The petitioner was directed to file a certified copy of the order with the Registrar of Companies, West Bengal, along with the altered Articles of Association within 15 days. The petition was disposed of without any order as to costs, and an urgent certified copy of the order was to be supplied upon compliance with requisite formalities.
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