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TMI Blog2019 (4) TMI 1700X X X X Extracts X X X X X X X X Extracts X X X X ..... t the EOGM on 21-01-2017, has been filed by the company through e-form MGT-14, which has been approved. The Company is stated to be an unlisted public company. Neither the Registrar of Companies, West Bengal nor any member or creditor of the Company has any objection to the proposed conversion from Public Limited to Private Limited. Since all the requisite statutory compliances have been fulfilled, the conversion of the status of the company from Public Limited to Private Limited as per Special Resolution passed at the AGM on 21-01-2017 is hereby approved in the interest of the company and such change of status of the company shall not cause any prejudice either to the members or the creditors or any other related party of the petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3. The brief facts that emerged from the petition are that the Company was originally incorporated as a Private Limited Company on 24-11-2010 under the provisions of the Companies Act, 1956 under the name and style of Rudra Resorts Hotels Limited and later on changed its name to Aseem Sanrachana Design Limited with effect from 12th November, 2015. The current status of the Company is Unlisted Public Company . 4. The Authorized Share Capital of the Company as at 31st March, 2017 is ₹ 1,00,00,000/- (Rupees One Crore only) divided into 10,00,000 (Ten Lakhs) equity shares of ₹ 10/- (Rupees ten only) each. The current issued, subscribed and paid up capital of the Petitioner Company is ₹ 1,00,00,000/- (Rup ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ition of the word Private before the word 'Limited'. A new set of Memorandum and Articles of Association, as applicable to the Private Limited Company, has also been approved by the members and adopted the new set of Memorandum and Articles of Association of the Company. 7. The copy of the Board Resolution passed by the Company is annexed as Annexure A. The copy of Notice and Explanatory Statement sent to all eligible members to convene Extra Ordinary General Meeting to secure consent for the conversion is annexed as Annexure B. The copy of Minutes of Extra Ordinary General Meeting is annexed to the Petition as Annexure C. The copy of Form MGT-14 filed with the Ministry of Corporate Affairs together with its Challan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company has not defaulted in filing the annual statutory returns. b) The proposed conversion and the altered Articles of Association were approved by the members of the Company by a special resolution passed in the Extra Ordinary General Meeting held on 21-01-2017 and the relevant e-form in MGT-14 has been filed with the Registrar of Companies, West Bengal. c) There is no investor complaints received against company for the last three years. d) There is no prosecution launched against company e) No technical scrutiny/inspection/investigation process has been initiated against the company since last three years. However, the Registrar of Companies, West Bengal in his ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t, 2013 prescribes that a Company either a Public Limited Company or a Private Limited Company may, by a Special Resolution, alter its articles including alterations having the effect of conversion, if such conditions contained in its memorandum and also subject to the provisions of the Act. Such alteration, for the purpose of the said section, has the effect of conversion of a public company into a private company. Second proviso to sub-section (1) of section 14 provided that any alteration having the effect of conversion of a Public Company into a Private Company shall not take effect except with the approval of the Tribunal which shall make such order as it may deem fit. Rule 68 of the NCLT Rules, 2016 has laid down a procedure for the f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Extra Ordinary General Meeting on 21-01-2017 and approved the Special Resolution passed at the said meeting. 18. Having regard to the facts and circumstances of the above case and since all the requisite statutory compliances have been fulfilled, the conversion of the status of the company from Public Limited to Private Limited as per Special Resolution passed at the AGM on 21-01-2017 is hereby approved in the interest of the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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