Manorama Kumari, Member - (1.) M/S. Nandesari Rasayanee Limited filed this Petition under Section 14(1) of the Companies Act, 2013, with a prayer to convert the Company from 'Public Limited Company' to 'Private Limited Company'.
(2.) The facts in brief, that are germane for the disposal of this Petition, are as follows; 2.1. The Petitioner Company was incorporated on 16th November, 1977 as a Private Limited Company, limited by shares under the name of "Nandesari Rasayanee Private Limited" under the Companies Act, 1956 with Registration Number U24299GJ1977PLC003072 which was converted into Public Company on 15th October, 1993 and it is an unlisted Public Company. The current, Issued, Subscribed and Paid-Up Capital of the Petitioner Company is Rs. 2,74,61,000/- divided into 27,46,000 Equity Shares of Rs. 10 each. The Registered Office of the Petitioner Company is situated in Baroda, Gujarat State. 2.2. The Board of Directors of the Petitioner Company at the Extra Ordinary General Meeting of the Company held on 2nd May, 2017 approved the conversion of the Company into a 'Private Limited Company' by passing a Resolution. Thereafter, the Members of the Company also accorded their consent for such conversion in an Extraordinary General Meeting held at its Registered Office on 25th May, 2017 by passing a Special Resolution. The Company was having 3 (Three) creditors as on 8th August, 2017 having outstanding in aggregate of Rs. 2,74,26,250/-. The Petitioner Company has filed List of Creditors along with CA Certificate as 'Annexure A-7' along with Affidavit. The Petitioner Company has also filed its List of Shareholders and Directors. Petitioner Company is not a Company incorporated under Section 8 of the Companies Act, 2013.
(3.) According to the Petitioner, following are the reasons for the conversion of the 'Public Company' into 'Private Company'; 3.1. The Company is a closely held Unlisted Company. The Company has not issued any Debentures or other debts instruments. 3.2. Due to adverse market conditions the Company could not achieve the expected turnover; inspite of continued efforts of promoters the Company could not achieve the expected turnover; at present the Company is hardly carrying out any business; there is no involvement of public in the shareholding or management of the Company; by means of conversion the Company can avoid unnecessary formalities, and the Company can obtain privileges available to the Private Limited Companies under the Companies Act, 2013; the Company does not intend to raise any fund in the form of debts or equity from the general public; the Company can save the cost of meeting with requirements such as formation of committees, engagement of internal auditors etc.; conversion will be beneficial in the long run, etc. 3.3. The Affidavit of the Director is filed confirming the List of Creditors and the total amount due to those creditors and stating that there are no other debts or claims against the Company.;