9911796707
TMI Blog2017 (5) TMI 220X X X X Extracts X X X X X X X X Extracts X X X X ..... he altered Articles within a period of 15 days to the Registrar. - C.P. NO. 16/14/(1)/NCLT/MB/MAH/2017 - - - Dated:- 23-3-2017 - SHRI M.K. SHRAWAT, J. ORDER 1. Petition under consideration was filed on 30th January, 2017 under the provisions of Sec. 14(1) of Companies Act, 2013 (herein below referred as the Act ). At the outset, it is worth to reproduce the relevant portion of the Section as under:- Alteration of Articles. 14. (1) Subject to the provisions of this Act and the conditions contained in its memorandum, if any, a company may, by a special resolution, alter its articles including alterations having the effect of conversion of - (a) a private company into a public company; or (b) a public company into a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ct, 2013 (second proviso to sub-section (1) and sub-section (2) of section 14) have not been notified. In view of this, the corresponding provisions of Companies Act, 1956 (Proviso to sub-section (1) and sub-section (2A) of Section 31) shall remain in force till corresponding provisions of Company's Act, 2013 are notified. The Central Government has delegated such powers under the Companies Act, 1956 to the Registrar of companies (ROCs) vide item No. (c) of the notification number S.0.1538(E) dated the 10th July, 2012 and this delegated power remains in force. Applications for such conversions, therefore, have to be filed and disposed as per the earlier provisions. 2. This issues with the approval of the Competent Authority. Sd/- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e operation of Rule 33 of the Companies (Incorporation) Rule 2014 shall be limited to give effect of the order of NCLT by the Registrar within fifteen days on receipt. (b) Second reason to proceed with the matter is that once the provision of Section 14(2) (now stood notified supra) has enshrined power to NCLT; hence, the Statute prevails over the Rules. There are no two opinions in respect of this accepted position of interpretation of statute. 5. The outcome of the above discussion is that the issue of conversion of Private company into Public Company and vice-versa is to be dealt with by NCLT within the ambits of Section 14 of the Act. This Section prescribes that a company, either a Public Company or a Private Company, can alter i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bunal Rules, 2016. The Rule connected to conversion of Public Company to Private Company is Rule 68 which has laid down the guidelines for the implementation of such conversion. A Petition for conversion of Public Company to Private Company is required to accomplish the conditions laid down under Rule 68 of NCLT Rules 2016. For the purpose of disposal of this Company Petition the conditions accomplished by this Petitioner as prescribed in the Rule are examined as under:- (a) The Board of Directors of Fiabila India Limited (Petitioner) have decided in their meeting held on 9th December, 2016 to convert the Petitioner Company M/s. Fiabila india Limited to Private Limited Company by the name and style of M/s. Fiabila India Private Limite ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rashtra, the consent of Shareholders of the Company be and is hereby given to convert the status of company from 'Public Limited' to 'Private Limited' and consequently the name of the company be changed from 'FIABILA INDIA LIMITED' to 'FIABILA INDIA PRIVATE LIMITED' inserting the word 'PRIVATE' before the word 'LIMITED', whereas in the Articles of Association of the company. RESOLVED FURTHER THAT the consent of the company be and is hereby be and is hereby accorded for adoption of new set of Articles of Association as per the draft placed before the meeting and initialled by the chairman for identification. (c) As shown in their Company Petition the capital structure of Petitioner Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... from public limited to private limited company so as to smoothly run its business and to avail of the benefits available to a Private Limited Company. 7.3 If the alteration is allowed by the National Company Law Tribunal as provided under Section 14(1) of the Companies Act, 2013, the Company would be able to carry out its business activities more economically, efficiently and smoothly. 7.4 No Shareholders, Creditors, Debenture holders, or any other related parties of the Company will be prejudiced by the proposed conversion of the Company from a Public Limited Company to a Private Limited Company and its proposed conversion is just and equitable. 8. In the light of the foregoing legal position, it is hereby summarised that the Pet ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
