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TMI Blog2017 (4) TMI 72X X X X Extracts X X X X X X X X Extracts X X X X ..... ate the altered Articles within a period of 15 days to the Registrar of Companies, Pune. - C.P. No. 72/u/s 14/NCLT/MB/MAH/2016 - - - Dated:- 24-2-2017 - SHRI M.K. SHRAWAT, J. For The Petitioner : Mr. Raju Ananthanarayan, Comany Secretary in Practice ORDER 1. The Petitioner Company viz. M/s. Diana Buildwell Limited was originally incorporated on 20th July, 2006 with registrar of Companies, Delhi. Subsequently the Company was converted to Public Limited vide certificate dated 10th June, 2008. The registered office of the Company was shifted to the jurisdiction of Registrar of Companies, Pune vide Regional Director's Order dated 31st May, 2016. The Petitioner Company is an Unlisted Public Limited Company and not registered ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tracted below:- Ministry of Corporate Affairs 'A' Wing, 5th Floor, Shastri Bhawan Dr.Rajendr Prasad, New Delhi-110001 Dated: 11 June, 2014 To All Regional Directors All Registrars of Companies All Stakeholders Subject:- Clarification for filing of form No. INC-27 for conversion of company from public to private under the provisions of Companies Act, 2013 - reg. Sir, Attention of the Ministry has been drawn to difficulties being faced by stakeholders while filing form INC-27 for conversion of a public company into a private company. The relevant provisions of Companies Act, 2013 (second proviso to sub-section (1) and sub- section (2) of section 14) have not been notified. In view of this, the corresp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Act 2013 vide an official Gazette of India, Extraordinary Part II dated 1st June, 2016 [S01934(E)] in exercise of the powers conferred the Central Government has appointed/ declared the date 1stJune, 2016, as the date on which certain provisions of the Act came into force, and among the long list of several sections, the Second proviso to sub-section (1) of section 14 and sub-section (2) of section 14 were included. As a result, the powers conferred vide section 14(2) of the Act to the Tribunal (NCLT) to pass an appropriate order in connection of proposed conversion had superseded the old provisions. Therefore, the operation of Rule 33 of the Companies (Incorporation) Rule 2014 shall be limited to give effect of the order of NCLT by the Reg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... strar thereupon shall register the change. The Companies Act, 2013 has further made it clear to remove any ambiguity by legislating such Section 3 of Section 14 that any such alteration of the Articles registered shall be valid as if it were originally in the Articles, meaning thereby, the change so incorporated of Conversion shall be in supersession of the old such clauses of an Article. 7. In addition to the introduction of Section 14 in Companies Act, 2013, the MCA vide a Notification dated 21st July, 2016 (published in Gazette of India on 22nd August, 2016 GSR 716 (E)) also framed National Company Law Tribunal Rules, 2016. The Rule connected to conversion of Public Company to Private Company is Rule 68 which has laid down the guide ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Considering the aforesaid, the Directors have unanimously approved to convert the Company into a Private Limited Entity at their meeting held on 26/08/2016, subject to the approval of the members and other statutory approvals from the regulatory bodies. Moreover, the conversion into a Private Limited Company shall not affect any debits, liabilities, obligations or contracts incurred or entered into, by or on behalf of the company before conversion and such debts, liabilities, obligations and contracts may be enforced in the manner as if such conversion had not been done. Therefore the Directors are of the opinion that it would be advantageous and economical to convert the status of the company from Public limited into Private Limite ..... X X X X Extracts X X X X X X X X Extracts X X X X
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