R. Varadharajan, Member - (1.) The above petition has been filed by the Petitioner Company seeking grant for the following reliefs:- a) Direct that Petitioner Company be converted into Private Limited Company and the name of the Petitioner Company be changed from KAY International Limited to KAY International Private Limited by issue of a fresh Certificate of Incorporation by the Registrar of Companies; b) Direct for placing the Petitioner Company and other persons in the same position, as nearly as may be, as if the name of the company had not been converted; and c) To pass such other orders which this Hon'ble Tribunal may deem fit and proper in the facts and circumstances of the case.
(2.) It is seen that the petition has been filed under the provisions of Section 14 (1) of the Companies Act, 2013. Perusal of the petition discloses the following facts in relation to the 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. 20.02.2017 b) Date of the General Meeting held for approval of conversion 20.03.2017 c) Registered Office Situated at New Delhi d) No. of Members in the Company 8 No. of Members who attended the meeting 7 shareholders holding 96.95% Equity Shares No. of Members voted for and against For - 100% Against - Nil e) Reason for conversion In view of the fact that presently the company is a closely held public company and is having only 8 shareholders in the company and there are no future plans of inviting subscription from the public. f) Listed or unlisted public company Unlisted Public Company, g) Nature of the Company Limited by shares. h) Whether a company registered Not Registered under Section 8 under Section 8 of the Act.
(3.) At the time of hearing, the authorized representative appearing for the petitioner pointed out that the petition has been sworn to and verified by way of individual affidavits by 2 Directors of the Petitioner Company. In support of the 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, it is pointed out by the authorized representative that minutes of the said meetings have been annexed along with the Petition in relation to shareholders and by way of separate filing vide Diary No.3878 dated 30.10.2017 of the Board of Directors along with attendance sheet. 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 on 25.04.2017.;