R.P. Nagrath, Member - (1.) This petition has been filed under Section 14 of the Companies Act, 2013 (for short to be referred here-in-after as the 'Act') for conversion of the public limited company to a private limited company and to make consequential alteration in the Articles of Association. The petitioner company was incorporated on 15.11.2007 with the authorised and paid-up share capital of Rs. 50,00,000/-. Annexure A-1 is the copy of the Certificate of Incorporation of the company. This company was incorporated as a public limited company. It has its registered office at Ludhiana in the State of Punjab and therefore, falls within the territorial jurisdiction of this Tribunal.
(2.) The main objects of the company are to carry on the business as manufacturers, Buyers, Sellers, Importers, Exporters, Dealers, Principal, Agents, Licensee, Franchisee, Retailers, whole Sellers, Consignor, Consignee and to operate Stores, Departmental Stores or any other Outlets for all kinds of Products including FMCG Products, Leather products, Hosiery, Garments & Textiles, Shoes, Games & Sports Goods, Electric & Electronics, Computers, Jewellery, Precious Metals and Stones, Foods, beverages and Agriculture products, Telecom, Entertainment, Building & Furnishing materials, Furniture, Paints Pharmaceuticals, Musical & other equipments & similar such products.
(3.) In the meeting of the Board of Directors of the petitioner company held on 25.03.2017, it was resolved as under:- " Resolved that pursuant to the provisions of Sections 13, 14 and other applicable provisions of the Companies Act, 2013, if any and subject to the approval of shareholders in Extraordinary General Meeting by Special Resolution and subject to approval of the National Company Law Tribunal, the consent of the Board of Directors of the company be and is hereby given to convert the company from 'Public Limited' to 'Private Limited' and consequently the name of the company be changed from "UV&W Products Limited" to "UV&W Products Private Limited" by inserting the word 'Private' before the word 'Limited' and clause I of the Memorandum of Association of the company be deleted and substituted with the following clause: "The Name of the company is UV&W Products Private Limited." Resolved further that Articles of Association of the company be altered in conformity with the provisions of the Act, relating to a Private Limited Company. Certified true copy of resolution passed in the meeting of Board of Directors of the company held on 25th March, 2017 is enclosed and marked as Annexure A 4.";