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TMI Blog2017 (6) TMI 1004X X X X Extracts X X X X X X X X Extracts X X X X ..... , having regard to all the circumstances, the conversion from public to private is in the interest of the Company which is being made with a view to comply efficiently with the provisions of Companies Act, 2013 causing no prejudice either to the members or to the creditors of the Petitioner. Therefore, the conversion is hereby allowed. The Petitioner is hereby directed to give effect of the conversion by requisite alteration in its Articles which is hereby addressed and communicate the altered Articles within a period of 15 days to the Registrar. - C.P. NO. 132/14(1)/NCLT/MB/MAH/2017 - - - Dated:- 22-5-2017 - MR. M. K. SHRAWAT, J. For The Petitioner : Devendra Vasant Deshpande, Practicing Company Secretary, Authorised Representative ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ication dated 11.06.2014 is placed on record; relevant portion extracted 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- sec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dant. 4. My reason to hold Rule 33 as redundant is twofold: (a) First is that Section 14(2) of the 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 1st June, 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section 14 (2) of the Act to the Tribunal (NCLT) to pass an appropriate order in connection of proposed conversion had superseded the old provisions.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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... py of the order of the Tribunal, approving the alteration, is required to be filed with the Registrar of Companies, within fifteen days. The Registrar 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. 6. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... character of the Company, it is felt that it would be expedient to convert the Company to a private limited company. (b) The Conversion of the Company into a private limited company would help the Company to eliminate and streamline its corporate compliances and increase efficiency in functioning. (c) On 09th November, 2016 the Board approved the conversion of the Company into Private Company and for alteration of Articles of the Company. (d) The members approved the proposed alteration in the Extra Ordinary General Meeting held on 12th December, 2016. (e) As on 15th February, 2017 the Company have 11 creditors as certified by the Directors And same has been enclosed as Annexure A-12 dated 14th March, 2017. (f) To ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is again seeking permission for conversion to Private Limited Company. The Petitioner has given the Undertaking that no prejudice is going to be caused to any of the member from the Creditors if the conversion is sanctioned. The Petitioner has stated that there are only 11 Sundry Creditors as on 15th February, 2017 who have No Objection if the conversion is allowed. Public Notice by advertising in Newspapers viz. Loksatta and Financial Express was published on 13th April, 2017, relevant evidence is placed on record. 8. In the light of the foregoing legal position, it is hereby summarised that the Petitioner has complied with provisions of Section 14 to be read with Rule 68 of NCLT Rules, 2016. Therefore, having regard to all the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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