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2016 (11) TMI 459
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....y a special resolution, alter its articles including alterations having the effect of conversion of- (a) a private company into a public company; or (b) a public company into a private company: Provided that... ... ... Provided further that any alteration having the effect of conversion of a public company into a private company shall not take effect except with the approval of the Tribunal which shall make such order as it may deem fit. (2) Every alteration of the articles registered under sub-section (2) shall, subject to the provisions of this Act, be valid as if it were originally in the articles" 2. It is important to clarify that the transition period of Companies Act, 1956 into Companies Act, 2013 was fairly large; hence, in th....
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....ersions, therefore, have to be filed and disposed as per the earlier provisions. 2. This issues with the approval of the Competent Authority. Sd/- (Sanjay Kumar Gupta) Deputy Director Ph: 23384657)" 3. By issuance of the Notification it was made clear that the corresponding provisions of Companies Act, 1956 shall remain in force till corresponding provisions of Companies Act, 2013 are notified. As a result, the impact of this Notification was that after the MCA Notification dated 01.06.2016 (to be discussed herein below), the applicability of the old provisions along-with the attached rules got suspended. To proceed with the matter, it is requisite to hold that Rule 33 of the Companies (Incorporation) Rule, 2014, which had prescribed ....
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....of Section 14 of the Act. This section prescribes that a company, either a Public Company or a Private Company, can alter its Article if such condition is contained in its Memorandum, but by a special resolution. Such alteration, for the purpose of this section, has the effect of conversion of a Public Company into a Private Company. The issue in hand is dealt with by second proviso to Section 14(c) which says that any alteration having the effect of conversion of a Public Company into a Private Company shall not come into operation except with the approval of the Tribunal (NCLT). The Tribunal shall make such order as it may deem fit. Further, a procedure is also laid down to give effect of the order of the NCLT in sub-section (2) of Sectio....
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....ned as under:- (a) The Board of Directors of Induri Farm Limited (Petitioner) has passed a Resolution in the meeting held on 25.05.2016 approving the conversion to Private Limited Company. Thereafter in Extraordinary General Meeting held on 20.06.2016 the Members have also approved the conversion. The Petitioner has second proviso to Section 14(1) of the Act for the conversion shall not less than three months from the date of passing of special resolution be filed to NCLT. The present Company Petition is filed on 16.08.2016. (b) The reason for conversion into a Private Company (Rule 68(2)(e)) as set out in the Petition is that to streamline the corporate compliance and to increase the efficiency the conversion is required in the Company P....
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.... date is Rs. 8,00,000/- (Rupees Eight Lakhs only) divided into 8,000 (Eight Thousand) Equity Shares of Rs. 100/- (Rupees One Hundred only) each. c. Subscribed and Paid-up Share Capital The Subscribed and Paid-up Share Capital of the Company as on date is Rs. 8,00,000/- (Rupees Eight Lakhs only) divided into 8,000 (Eight Thousand) Equity Shares of Rs. 100/- (Rupees One Hundred only) each. " (d) In compliance of Rule 68 (3) the Petition consists the list of creditors setting forth the following information:- "CREDITORS OF THE COMPANY AND THEIR NO OBJECTION i. The Company has 5 (Five) unsecured creditors as on 20th June, 2016 having outstanding in aggregate of Rs. 5,30,529.16/- (Rupees Five Lakhs Thirty Thousand Five Hundred Twenty-Nine ....