9911796707
TMI Blog2019 (9) TMI 995X X X X Extracts X X X X X X X X Extracts X X X X ..... shall not cause any prejudice either to the members of the creditors of the Petitioner Company. The Petitioner is hereby directed to file with the Registrar of Companies, Andhra Pradesh, a certified copy of the order of this Bench in the prescribed e-Form together with a printed copy of the altered MoA and AoA with requisite fee within a period of 15 days in terms of the provisions of Section (2) of Section 14 of the Companies Act, 2013, read with Rule 161, of NCLT, 2016. Petition allowed. - CP No. 274/14/HDB/2018 - - - Dated:- 26-7-2019 - MR K. ANANTHA PADMANABHA SWAMY, MEMBER JUDICIAL For The Petitioner : Mr Ramakrishna Kurra, Practicing Company Secretary And AR For The Respondent : Mr T. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Cotton, Ginning, Kappas, Spinning and Weaving, preparing rice, pressing oils, crushing bones, making soaps, candles, cigarettes, sawing timber, making sugar, matches, pencils, buttons and grinding flour etc. There are Seventy Nine (79) Shareholders in the Petitioner Company. The Board of Directors of the Petitioner Company has passed a resolution at the meeting of the Board on 31.08.2017, approving the proposed alteration of Memorandum of Association (MoA) and Articles of Association (AoA) and decided to call an AGM of the members of the Company on 30.09.2017, to obtain consent on this line. 3. After due notice to the members, an AGM has been held on 30.09.2017. A Resolution has been passed at the said AGM pursuant to Section ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e conversion and the interest of one of the member, creditor or third party will be prejudiced if the conversion is approved. 4. Further, the Company was never listed with any stock exchange and never accepted any deposits and no creditor s debts and no debentures and no outstanding loans/creditors including secured and unsecured loans as on 17.08.2018. The Company is zero debt company and there is no demand towards dues from Sales Tax or income Tax or Excise Department is pending. The Company had duly filed the Resolution passed in AGM held on 30.09.2017, with the Registrar of Companies, Andhra Pradesh in e-form MGT-14 on 25.12.2017. 5. As per direction of this Bench on 30.07.2018, the Company has filed an Aff ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... se of the said Section, has the effect of conversion of public company into a private company. Second proviso to sub-section (1) of Section 14 provides that any alteration having the effect of conversion of a Public Company into a Private Company shall take effect except with the approval of the Tribunal which shall make such order as it may deem fit. Rules 68 of the NCLT Rules, 2016, has laid down a procedure for 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. Perused the case reco ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... above case and since all the requisite statutory compliance having 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 30.09.2017 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 of the creditors of the Petitioner Company. 12. The Petitioner is hereby directed to file with the Registrar of Companies, Andhra Pradesh, a certified copy of the order of this Bench in the prescribed e-Form together with a printed copy of the altered MoA and AoA with requisite fee within a period of 15 days in terms of the provisions of Section (2) of Section 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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