9911796707
TMI Blog2018 (11) TMI 1044X X X X Extracts X X X X X X X X Extracts X X X X ..... s not registered under section 8 of the Act, 2013. Neither the ROC, West Bengal nor any member or creditor of the Company has any objection to the proposed conversion from Public Limited to Private Limited. As regards compliance of the required Rule 68 of NCLT Rules, 2016, it may be noted that the company has published notice of the petition both in English and Bengali Newspapers on 28.12.2017 indicating the intention of conversion from Public to Private status; in spite of public notice the company has not received any objection either from its members, creditors or any persons with regard to the proposed conversion of status of the company; and all the members of the company attended the EOGM on 05.06.2017 and approved the Special Reso ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y into a private company, in the prescribed format and the manner accompanied by such documents/information and requisite filing fee 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 the petition are that the Company was originally incorporated as a Private Company Limited by shares on 05.02.1981 under the provisions of the Companies Act, 1956 under the name and style of Manorama Industrial Technical Services Limited . The Company is an unlisted Public Company and is not registered under Section 8 of the Companies Act, 2013. The Authorized Share Capital of the Company as at 31st March, 2017 is ₹ 25,00,000/- comprising of 2,50,000 Equity shar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he new set of Articles of Association of the Company. The reason for conversion into Private Limited Company, as claimed in the petition, is that since there is no involvement of public in the shareholding or management of the company and to avoid unnecessary formalities stipulated for Public Limited Company and to utilize the privileges which are available to a Private Limited Company under the provisions of the Companies Act, 2013, it would be appropriate to convert the Company into a Private Limited Company. The proposed change of status would help the management to carry out its affairs more smoothly and efficiently. It is further stated that the proposed conversion will not have any adverse effect on any of the shareholders, creditors ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any objection to the proposed conversion of the status of the Company from Public to Private. 6. The Ld. Pr. C.S., appearing for and on behalf of the Petitioner Company has submitted that the required mandate under Rule 68 of the National Company Law Tribunal Rules, 2016 has been complied with; the company has NIL creditors as on 30.06.2017, supported by an affidavit affirmed by two Directors on 09.10.2017; the Board of Directors and shareholders of the company out of total 8 shareholders, have unanimously approved the proposed conversion of company to Private Limited Company; the Company is not registered under section 8 of the Companies Act, 2013; and hence, the prayer for approval of the proposed conversion of the said company from Pu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Companies, West Bengal. 9. It transpires from records that the Board of Directors of the Company has passed a resolution in the meeting held on 05.05.2017 approving the conversion to Private Limited Company. A Special Resolution has also been passed on 05.06.2017 with the unanimous approval of 8 shareholders of the Petitioner Company. The said Special Resolution passed at the EOGM on 05.06.2017, has been filed by the company on 15.06.2017 through e-form MGT-14, which has been approved. The Company is stated to be an unlisted public company and is not registered under section 8 of the Act, 2013. Neither the ROC, West Bengal nor any member or creditor of the Company has any objection to the proposed conversion from Public Limited to Pri ..... X X X X Extracts X X X X X X X X Extracts X X X X
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