Jinan K.R., Member - (1.) This Company Petition is filed under sub section (1) of Section 14 of the Companies Act, 2013 (Act, 2013) , seeking approval of this Tribunal to the conversion by altering the Articles of Association of the Company, as sought to be effected by a Special Resolution passed at the Extra-Ordinary General Meeting (EOGM) held on 05.05.2017, for the change of status of the Company from "Public Limited Company" to " Private Limited Company". M/s. Puja Food Products Limited having its registered office at Digha Ghat, PS. Digha, Patna-800011, Bihar has filed the petition under Sub-Section (1) of Section 14 of the Act, 2013.
(2.) Rule 68 of the NCLT Rules, 2016 stipulates filing of a petition under sub-section (1) of section 14 of the Companies Act, 2013 for the conversion of a public company into a private company, in the prescribed format and the manner accompanied by such documents/information and requisite filing fee as mentioned in the said Rule. The instant Company Petition has been filed in terms of the said Rule.
(3.) The brief facts that emerged from the petition are that the Company was originally incorporated as a Private Company Limited by shares on 23.12.1986 under the provisions of the Companies Act, 1956 under the name and style of "Puja Food Products Private Limited". The name of the Company was changed to "Puja Food Products Limited" on 29.01.1998 as a deemed Public Company under Section 43A (2) of the Companies Act, 1956. Subsequently, the Company was converted to Public Limited Company on 17.05.2002. The Company is an unlisted Public Company and is not registered under Section 8 of the Companies Act, 2013. The authorized share capital of the Company is Rs. 1,00,00,000/-and the issued subscribed and paid-up capital of the Company is Rs.85,30,000/-. The Board of Directors of the Company comprises of 3(Three) Directors and there are 15 (Fifteen) shareholders holding 85,300 equity shares of Rs.100/-each. The company is stated to have engaged in the business of manufacturing and trading in wheat products. The Board of Directors of the Petitioner Company has passed a resolution at the meeting of the Board on 07.04.2017, approving the proposed alteration of the Articles of Association of the Company and decided to call an EOGM of the Members of the Company on 05.05.2017 to obtain consent on this line. After due notice to the members, EOGM has been called and held on 05.05.2017 A Special Resolution has been passed at the said EOGM pursuant to Section 13 & 14 of the Companies Act, 2013 and other applicable provisions and rules made thereunder, for conversion of the Company into a "Private Limited Company" and the name of the Company be changed from "Puja Food Products Limited" to "Puja Food Products Private Limited" by addition of the word "Private" before the word 'Limited'. A new set of Articles of Association, as applicable to the Private Limited Company, has also been approved by the members and adopted the new set of Articles of Association of the Company. The reason for conversion into Private Limited Company, as claimed in the petition, is that since there is no involvement of public in the shareholding or management of the company and to avoid unnecessary formalities stipulated for Public Limited Company and to utilize the privileges which are available to a Private Limited Cdmpany under the provisions of the Companies Act, 2013, it would be appropriate to convert the Company into a Private Limited Company The proposed change of status would help the management to carry out its affairs more smoothly and efficiently. It is further stated that the proposed conversion will not have any adverse effect on any of the shareholders, creditors or any other related parties.;