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TMI Blog2018 (10) TMI 1381X X X X Extracts X X X X X X X X Extracts X X X X ..... terms of the provision of sub-section (2) of Section 14 of the Companies Act, 2013, read with Rule 161, of NCLT Rules, 2016. - Company petition no. 619/KB/2017 - - - Dated:- 28-9-2018 - SHRI JINAN K.R., MEMBER (JUDICIAL) For The Petitioner : Arun Kumar Jaiswal, Pr. C.S. and Abhishek Kumar Pandey, Pr. C.S. ORDER 1. This Company Petition is filed under sub-section (1) of Section 14 of the Companies Act, 2013 (Act, 2013) seeking approval of this Tribunal to the conversion by altering the Articles of Association, as sought to be effected by a Special Resolution passed at the Extraordinary General Meeting (EOGM) held on 27.01.2017, for the change of status of the Company from Public Limited Company to Private Limited Company . 2. Rule 68 of the NCLT Rules, 2016 stipulates filing of a petition under sub-section (1) of section 14 of the Companies Act, 2013 for the conversion of a public company into a private company, in the prescribed format and the manner accompanied by such documents / information and requisite filing as mentioned in the said Rule. The instant Company Petition has been filed in terms of the said Rule. 3. The brief facts that emerged from t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies and to obtain privileges which are available to the Private Limited Companies that, in turn, would help the management to carry out its affairs efficiently. It is further stated that the proposed conversion into a Private Company shall not affect any debts, liabilities, obligations or contracts incurred or entered into, by or on behalf of the Company before conversion and such debts, liabilities, obligations and contract may be enforced in the manner as if such conversion had not been done. 4. The matter was listed on 04.12.2017 but no one was present for the Petitioner when the matter was called. However, direction was passed for compliance of the requirements of Rule 35 and 68 of the NCLT Rules 2016 and also for service of notice upon the Central Government through Regional Director, Eastern Region, the Registrar of Companies, West Bengal and to file an affidavit of service within seven days from date. The matter was again listed on 29.01.2018, Shri Abhishek Kumar Pandey, Pr.C.S. entered appearance for the Petitioner and prayed for time for compliance of directions. On request, the time was granted. As per directions issued by this Tribunal on 29.01.2018, the company has f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany is an active and unlisted public company. Its authorized share capital is ₹ 3,00,00,000/- and paid-up share capital is ₹ 2,63,26,500/-. It has 5 (Five) Directors, namely, Shri Sanjeev Bhojnagarwala, Ms Shona Bhojnagarwala, Ms Annie Jose, Ms Ketaki Bhojnagarwala and Ms Diya Bhojnagarwala; ii. Financial Statement and Annual Return for the financial year ended on 31.03.2017 have been filed by the company and the company has not defaulted in filing the annual statutory returns; iii. The proposed conversion and the altered Articles of Association were approved by the members of the Company by a special resolution passed at the Extraordinary General Meeting held on 27.01.2017 and the relevant e-form of MGT-14 has been filed; iv. There is no investor's complaint against the Company and also there is no prosecution proceeding launched against the company. No Technical Scrutiny/Inspection/Investigation process is initiated against the Company for the last three years; v. The company has reported net loss of ₹ 27,70,616.28 and net profit of ₹ 4,03,283.91 for the financial year 2015-16 and 2016-17 respectively. The ROC, WB in his report, h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company at the meeting held on 02.01.2017 and thereafter, the Special Resolution to that effect was passed at the EOGM held on 27.01.2017, with the unanimous voting of all the seven Equity Shareholders of the Company who have also communicated their No Objection to the proposal of the Company, by their individual letters dated 04.07.2018. The Special Resolution passed at the EOGM held on 27.01.2017 has been filed by the company on 30.01.2017 through e-form MGT-14, which was approved by the RoC, WB. The company is stated to be an unlisted Public Company and is not registered under Section 8 of the Companies Act, 2013. It appears that the company does not have any Creditors/Debentureholders as on 25.09.2017 as confirmed by an affidavit dated 26.10.2017 affirmed by two Directors of the Company and the Certificate dated 27.09.2017 issued by the CA Gujrani Co. Auditors of the Company. It also appears from the copy of the audited accounts and financial statements for the year ended on 31.03.2017 that the company posted a total revenue and profit before tax aggregated to ₹ 2,304,356.00 and ₹ 84,456.69 respectively as compared to total revenue of ₹ 11,036,454.00 and p ..... X X X X Extracts X X X X X X X X Extracts X X X X
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