Manorama Kumari, Member - (1.) M/S. Vigyashree Infrastructure Limited, filed this Petition under Section 14(1) of the Companies Act, 2013, with a prayer to convert the Company from 'Public Company' to Private 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 1st day of March, 2006 as an Unlisted Public Limited Company, limited by shares. The Authorised Share Capital of the Petitioner Company is Rs, 15,00,00.00 divided into 15000 Equity Shares of Rs.100/- each. The Registered Office of the Petitioner Company is situated in the State of Madhya Pradesh at Bhopal. 2.2. The Board of Directors of the Petitioner Company, in the Meeting held on 15th June, 2017 approved for the conversion of the Petitioner Company into a 'Private Limited Company', and also granted approval for a new set of Articles of Association and Memorandum of Association. 2.3. The Board of Directors of the Petitioner Company at the Extra Ordinary General Meeting of the Company held on 15th July, 2017 approved the conversion of the Company into a 'Private Limited Company', and also approved the new set of Articles and Memorandum of Association of the Company, by passing a Special Resolution. The Petitioner Company has enclosed its List of Shareholders.
(3.) According to the Petitioner, following are the reasons for the conversion of the 'Public Company' into 'Private Company'; 3.1. The conversion into a Private Limited Company will be for the benefit of the Petitioner Company in order to have better and effective management control, and such conversion will not affect the interest of any of the shareholders, related parties etc., of the Company. The Petitioner states that, there exist no Creditors of the Petitioner Company as on 31st March, 2016 as per the Audited Balance Sheet of F.Y. 2015-2016. (Provisional Balance Sheet as on 30th June, 2017) . The Petitioner Company has, however, annexed copies of consent letters dated 15.7.2017 given by the Related Party who advances loan to the Company.;