9911796707
TMI Blog2018 (11) TMI 108X X X X Extracts X X X X X X X X Extracts X X X X ..... the Petitioner Company. - CP NO. 98/KB/2018 - - - Dated:- 26-9-2018 - SRI MADAN B. GOSAVI, MEMBER (JUDICIAL) For The Petitioner : Sunil Kumar Maheshwary, Pr. C.S ORDER 1. The instant Petition is filed under sub Section (1) of Section 14 of the Companies Act, 2013 (Act, 2013) read with Rule 68 of the National Company Law Tribunal Rules, 2016, seeking approval of this Tribunal to the conversion of the Company into Private Limited Company, as sought to be effected by a Special Resolution passed at the Extra Ordinary General Meeting (EOGM) held on 28.04.2017. 2. Briefly the facts that emerged from the petition are that the Company was incorporated as unlisted Public Company limited by shares on 23.03.2005 under the provi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d Private before the word Limited . A new set of Articles of Association, as applicable to the Private Limited Company, has also been approved by the Members and adopted the new set of Articles of Association of the Company. The reason for conversion into Private Limited Company as mentioned in the petition, is that the petitioner company is closely held company with a very small number of shareholders with limited business activities. The statutory compliances under the Companies Act, 2013 required by a public limited company is more onerous than in the case of a private limited Company since the private limited companies were granted a number of exemptions and concessions, from time to time, under the various provisions of the said Act ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the petition from any person or concern. Rejoinder to the ROC Report dated 01.02.2018 by way of an Affidavit dated 04.04.2018 was also filed. The Company has also filed No Objection as received from its two Corporate Creditors by way of an Affidavit dated 20.04.2018. A supplement affidavit was also filed dated 05.05.2018 stating the compliance of section 68. 6. As per direction of this Bench passed on 09.08.2018, the Company has filed the resolution under section 113 of the Companies Act, 2013 for authorization to Corporate Shareholders, Board Resolution of Corporate Creditors and Auditors Certificate certifying List of Creditors. 7. It is submitted that the required mandate under Rule 68 of the National Company Law Tribunal Rul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for the filing of a petition before the Tribunal for approval to conversion of a status of the Company from Public to Private and vice versa. A Company desirous of converting its status is, therefore, required to comply with and follow the requirements as framed under Rule 68 of the NCLT Rules, 2016. 9. The Registrar of Companies, West Bengal, has filed his report dated 01.02.2018 stating, inter alia, that his office has not received any objection from any member or creditor of the company; there is no investor complaint against the company not any prosecution/ compounding/ adjudication proceedings/ pending against the company and its directors/ KMPS; no technical scrutiny/ inspection/ investigation has been initiated against the Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed to the Regional Director, Eastern Region as also to the Registrar of Companies, West Bengal; the Company has not received any objection either from its members, Creditors or from any person with regard to the proposed status of the company; and that eight members (out of total nine) of the Company attended the EOGM on 28.04.2017 and approved the Special Resolution passed at the said Meeting. 13. Having regard to the facts and circumstances of the above case and since all the requisite statutory compliances having been fulfilled, the conversion of the status of the Company from Public Limited to Private Limited as per Special Resolution passed at the EOGM on 28.04.2017 is hereby approved in the interest of the Company and such chan ..... X X X X Extracts X X X X X X X X Extracts X X X X
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