R. Varadharajan, Member - (1.) This Petition has been filed by the Petitioner Company incorporated on 28.10.1997 as a Private Limited Company having Registration No.090456 issued by the Registrar of Companies, NCT of Delhi & Haryana and subsequently on 08.12.2000 had got itself converted into a Public Limited Company.
(2.) The petitioner prays for the following relief: a) That the alteration of Memorandum of Association & Articles of Association of the Company sought to be effected by special resolution set out in Para IV for conversion of its status from a Public Company to a Private Company i.e. "CERADECOR INDIA LIMITED" to " CERADECOR INDIA PRIVATE LIMITED" be confirmed. b) Such further order or orders be made and/or directions are given as this Hon'ble National Company Law Tribunal may deem fit and proper.
(3.) It is seen that the petition has been filed on 10.11.2017 invoking the provisions of Section 14 (1) and 14 (2) of the Companies Act, 2013. Perusal of the petition discloses the following facts in relation to compliance with the provision' of Companies Act, 2013 read with Rule 68 of National Company law Tribuna Rules, 2016 (hereinafter referred as NCLT Rules) : a) Date of the Board Meeting held for approval of conversion. 01.7.2017 b) Date of the Extra Ordinary General Meeting (EGM) held for approval of conversion 31.7.2017 c) Registered office situated at JA-419, 4th Floor, Plot No. 10, DLF Tower-A, Jasola, New Delhi-110025. d) No. of Members in the Company 07 (i) No. of Members who attended the meeting 7 Members in person (ii) No. of Members present and voting for and against the conversion. For-100% Against-Nil e) Reason for conversion In view of the fact that company is having 7 shareholders and being a closely held Company and with a view to avail the exemption available to private Limited Company. f) Listed or unlisted public Company Unlisted Public Company g) Nature of the Company Limited by shares h) Whether a company registered under Section 8 of the Act Not registered under Section-8.;