2017 (6) TMI 740

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....olution passed at the Extra-ordinary General Meeting (EOGM) held on 14.06.2016 for the change of status of the Company from "Public Limited Company" to "Private Limited Company". 3. The brief facts that emerged from the petition are that the Company was incorporated as a Company limited by shares on 22.03.1994 under the provisions of the Companies Act, 1956 under the name and style "Kasturi Towers Private Limited" and thereafter the name of the company was changed to "Kasturi Towers Limited" on 22.12.1995. The present authorised share capital of the Company is Rs. 6,00,00,000/- and the issued, subscribed and paid up equity share capital of the Company is Rs. 4,41,74,500/-. The company is an unlisted Public company. It is currently engaged ....

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....ng fund and in the interest of shareholders and stakeholders, it would be appropriate to convert the company into the Private Limited Company to have some compliance formalities and to obtain privileges which are available to the private limited companies under the Companies Act, 2013 which would help the management to carry out its affairs efficiently. Moreover, such conversion into private company shall not affect any debts, liabilities, obligation or contract incurred or entered into, by or on behalf of the company before conversion and such debts, liabilities, obligation and contracts may be enforced in the manner as if such conversion had not been done. It is further stated that the Board of the company has no aim to issue shares to th....

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....ction Certificate" from the Reserve Bank of India, vide its communication bearing No. DNBS. RO. KOL No. 6271/03.03.006/2016-17 dated 23.03.2017. The matter was finally heard on 01.05.2017 when Pr. CS, appearing for and on behalf of the Petitioner Company has submitted that the required mandate under Rule 68 of the National Company Law Tribunal Rules, 2016 have been complied with; the company does not have any creditors as on 01.12.2016; the company has not received any objection either from any member or Creditor of the Company; the Board of Directors and all the shareholders of the Company have unanimously approved the proposed conversion of company to Private Limited Company; the Company is a NBFC within the meaning of the Reserve Bank of....

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.... to Private and vice versa. A company desirous of converting its status is therefore, required to comply with and follow the requirements as framed under Rule 68 of the NCLT Rules, 2016. 7. Perused the case record and considered the submissions of Pr. CS representing the Petitioner. It transpires from records that the Special Resolution for conversion was passed by the Board of Directors of the Company on 23.05.2016 and thereafter, at the EOGM held on 14.06.2016, all the shareholders of the Company as on 01.12.2016 have attended and unanimously approved the conversion resolution. The Special Resolution passed at the EOGM held on 14.06.2016 has been filed by the Company on 16.06.2016 through e-form MGT-14, which was approved by the ROCWB. T....