TaxTMI 
TaxTMI 
2017 (4) TMI 72
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....6. The Petitioner Company is an Unlisted Public Limited Company and not registered under Section 8 of the Companies Act, 1956. 2. Petition under consideration was filed on 9th December, 2016 under the provisions of Sec. 14 of Companies Act, 2013 (hereinbelow referred as "the Act"). At the outset, it is worth to reproduce the relevant portion of the Section as under:- "Alteration of Articles. 14.(1) Subject to the provisions of this Act and the conditions contained in its memorandum, if any, a company may, by 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 furth....
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....ot been notified. In view of this, the corresponding provisions of Companies Act, 1956 (Proviso to sub-section (1) and sub-section (2A) of Section 31) shall remain in force till corresponding provisions of Company's Act, 2013 are notified. The Central Government has delegated such powers under the Companies Act, 1956 to the Registrar of companies (ROCs) vide item No. (c) of the notification number S.O. 1538(E) dated the 10th July, 2012 and this delegated power remains in force. Applications for such conversions, 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)" 4. By issuance of the Notificati....
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....f the order of NCLT by the Registrar within fifteen days on receipt. (b) Second reason to proceed with the matter is that once the provision of Section 14(2) (now stood notified supra) has enshrined power to NCLT; hence, the Statute prevails over the Rules. There are no two opinions in respect of this accepted position of interpretation of statute. 6. The outcome of the above discussion is that the issue of conversion of Private company into Public Company and vice-versa is to be dealt with by NCLT within the ambits 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 alterati....
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.... has laid down the guidelines for the implementation of such conversion. A Petition for conversion of Public Company to Private Company is required to accomplish the conditions laid down under - Rule 68 of NCLT Rules, 2016. For the purpose of disposal of this Company Petition the conditions accomplished by this Petitioner as prescribed in the Rule are examined as under:- (a) The Board of Directors of M/s. Diana Buildwell Limited (Petitioner) have approved in their meeting held on 26th August, 2016 to convert the Petitioner Company "M/s. Diana Buildwell Limited" to Private Limited Company by the name and style of "M/s. Diana Buildwell Private Limited". Thereafter, at the Annual General Meeting held on 30th September, 2016 at the Petitioner ....
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....limited into Private Limited.'' (c) As shown in their Company Petition the capital structure of Petitioner Company is as under:- "III. Capital structure of the company: The Authorized share capital of the Company is Rs. 25,00,000 (Rupees Twenty Five Lakhs only) divided into 2,50,000 (Two lakhs fifty thousand) Equity shares of Rs. 10/- (Ten) each. The issued, subscribed and paid-up share capital of the Company is Rs. 10,00,000 (Rupees Ten lakhs only) divided into 1,00,000 (One lakh) Equity Shares of Rs. 10/- (Ten) each." (d) The compilation consists Publication of Notification depicting intention of conversion in compliance of rule 68 (5) of NCLT Rules, 2016. 8. In the light of the foregoing legal position, it is hereby summa....