H.P. Chaturvedi, Member - (1.) The Present Company Petition CP No. 84/14(1)/ALD/2016 (M/s. Saru Aikoh Chemicals Limited bearing CIN No. - U24119UP1937PLC00369) is filed under section 14(1) of Companies Act, 2013 seeking approval of this Tribunal for conversion of the Company from Public Limited to Private Limited pursuant to a Board Resolution Dated, 1st August, 2016 which has been further ratified by the Annual General Meeting (AGM) of the petitioner company held on 26th August, 2016.
(2.) The brief fact raising to and as per averment made in the petition are suited as under. a. The Petitioner Company is a closely held and unlisted. Public Limited Company having Registered Office at A-2, Industrial Estate, Partapur, Meerut, LLP - 250002. b. The Company was originally incorporated under Companies Act, 1956 at Registrar of Companies, Kanpur, Uttar Pradesh on 4th April as a Limited Company with the name of Saru Aikoh Fluxes Limited, the name of which was changed from Saru Aikoh Fluxes Limited to Saru Aikoh Chemicals Limited on 25th April 1975, by the Registrar of Companies, Kanpur, Uttar Pradesh. c. The company as being a closely held public company is having only 18 shareholders. The shareholdings of the company are held by the family members and close friends. Hence, the company's management as well as all its shareholders are of the view that the company should become Private Limited Company in order to work smoothly and efficiently under the new Companies Act 2013, and to be more law complaint. Therefore, by this petition the company has now proposed for its conversion from Public Limited Company to Private Limited Company. d. In the Present Petition the Company has stated that its conversion from Public Limited to Private Limited shall not affect any secured creditors, unsecured creditor loan, debts, liabilities, obligations or contracts incurred or enter into, by or on behalf of it before conversion and such Secured Loan. Unsecured Loan, debts, liabilities and contracts may be enforced in the manner as they were enjoying the status before the conversion. e. The Petitioner Company through its Annual General Meeting held on 26th August, 2016, dully sought the approval from its shareholders to convert the Company's status from Public Limited to Private Limited. The shareholders/members unanimously in the above stated AGM dated 26th August, 2016 have given their consent for conversion of the Company. All of them have voted in favour of the resolution of proposed conversion from Public Limited into a Private Limited Company. f. It is submitted that the petitioner company is although a Public Limited Company yet not listed in any Stock Exchange and nor registered as section 8 Company. Therefore, the petitioner company seeks approval from this Tribunal in respect of its above sated resolution for proposed alteration in its Article of Association, having effect of conversion of a public limited company into private limited as per section 14(1)(b) of the Companies Act, 2013. Hence on the above stated reason the present petition is filed seeking the following relief in terms of its prayer clause which are reproduced herein below:- "The Public Limited Company request's the authority to grant the status of a Private Limited Company".
(3.) A perusal of the previous proceeding goes to show that the division bench of this tribunal on a previous occasion observed that the present petition was filed in this tribunal before completing the minimum waiting period from date of its resolution and the same was not in conformity with Rule 68 of NCLT, Rule 2016. Pursuant there to the petitioner company moved a memo before this tribunal seeking prayer for condonation/regularisation of its premature filing and requested such the date of hearing of present company petition be fixed after statuary period is over from the date of resolution.;