M.K. Shrawat, Member - (1.) Petition under consideration was filed on 16th June, 2017 under the provisions of Sec. 14(1)(b) of Companies Act, 2013 (herein below referred as "the Act"). At the outset, it is worth to reproduce the relevant portion of the Section as under:- "Alteration of Articles" 14. (1) Subject to the provisions of this Act and the conditions contained in its memorandum if any, a company may, by a special resolution' alter its articles including alterations having the effect of conversion of-- (a) a private company into a public company; or (b) a public company into a private company: Provided that......... Provided further 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. (2) Every alteration of the articles registered under sub-section (2) shall, subject to the provisions of this Act, be valid as if it were originally in the articles"
(2.) By issuance of the Notification dated 11th june, 2014 it was made clear that the corresponding provisions of Companies Act, 1956 shall remain in force till corresponding provisions of Companies Act 2013 are notified. As a result, the impact of this Notification was that after the MCA Notification dated 01.06.2016 (to be discussed herein below), the applicability of the old provisions along with the attached rules got suspended To proceed with the matter, it is requisite to hold that Rule 33 Of the Companies (Incorporation) Rule, 2014, which had prescribed that for effecting the conversion of a Private Company into a Public Company was to be approved by the competent authority i.e. Central Government; had become redundant.
(3.) My reason to hold Rule 33 as redundant is twofold: a) First is that Section 14(2) of the Act 2013 vide an official Gazette of India, Extraordinary Part II dated 1st June, 2016 [S01934(E)] in exercise of the powers conferred the Central Government has appointed/declared the date 1st June, 2016, as the date on which certain provisions of the Act came into force, and among the long list of several sections, the Second proviso to sub-section (1) of section 14 and sub-section (2) of section 14 were included. As a result, the powers conferred vide section 14(2) of the Act to the Tribunal (NCLT) to pass an appropriate order in connection of proposed conversion had superseded the old provisions. Therefore, the operation of Rule 33 of the Companies (Incorporation) Rule 2014 shall be limited to give effect of the order of NCI-T by the Registrar within fifteen days on receipt.;