R. Varadharajan, Member - (1.) This petition has been filed by the Petitioner Company seeking grant for the following reliefs:- a) That in pursuance to second proviso to sub-section of Section 14 and Section 18 of the Companies Act, 2013 read with Rule 33 of the Companies (Incorporation) Rules, 2014, this Hon'ble Tribunal may be pleased to allow the company to convert itself from Public Limited Company to the Private Limited Company. b) That to pass such further orders and directions as this Hon'ble Tribunal in its discretion deems fit.
(2.) It is seen that the petition has been filed on 10.08.2017 under the provisions of Section 14(1) and 14(2) of the Companies Act, 2013. Perusal of the petition discloses the following facts in relation to compliance with the provisions of Companies Act, 2013 and Rule 68 of National Company Law Tribunal Rules, 2016(hereinafter referred as NCLT Rules) : a) Date of the Board Meeting held for approval of conversion. 21.04.2017 b) Date of the Extra Ordinary General Meeting held for approval of conversion 28.04.2017 c) Registered Office Situated at New Delhi d) No. of Members in the Company 7 No. of Members who attended the meeting 3 Members in person; 2 Members through authorized representatives No. of Members present and voting for and against the conversion For - 100% Against - Nil e) Reason for conversion In view of the fact that company is having only 7 shareholders and not interested in getting itself listed on any stock exchanges as it does not intend to go public. f) Listed or unlisted public company Unlisted Public Company. g) Nature of the Company Limited by shares. h) Whether a company registered under Section 8 of the Act Not Registered under Section 8
(3.) The Petition has been sworn to and verified by way of affidavit by the Director of the Petitioner Company, Ms. Surbhi Das Sharma,deposing that all due compliances have been carried out.At the time of hearing, the petitioners were directed to furnish Certificate of Company's Chartered Accountant for secured & Unsecured Creditors' list along with the detailsof amount owed to the secured unsecured creditors, which have been placed on record on 04.10.17. In support of holding of the Board Meeting and the General Meeting approving the conversion of the Petitioner Company from Public to Private and also to establish the fact as to the persons who attended the respective meetings along with the consent of the shareholders for convening of Extra-ordinary General Meeting, the minutes of the said meetings and consent have also been placed on record on 17.10.17. The Registrar of Companies it is represented have also been intimated in Form MGT-14 about the passing of Special Resolution for conversion as contemplated in the petition.;