TaxTMI 
TaxTMI 
2017 (6) TMI 1004
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.... "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 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 ....
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....al 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" 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 N....
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....e, the Statute prevails over the Rules. There are no two opinions in respect of this accepted position of interpretation of statute. 5. 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 (henceforth referred as "Tribunal") 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 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) whi....
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.... 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. Amir Chicken and Eggs Limited (Petitioner) have decided in their meeting held on 09th November, 2016 to convert the Petitioner Company "M/s. Amir Chicken and Eggs Limited" to Private Limited Company by the name and style of "M/s. Amir Chicken and Eggs Private Limited". Thereafter, at the Extraordinary General Meeting held on 12th December, 2016 at the Petitioner Company's registered office at K - 507 to K - 510, 4th Floor, Mega Centre, K Wing, Magarpatta, Hadapsar, Pune - 411028, Maharashtra, India, a ....
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....ure A-l." (c) As shown in their Company Petition the capital structure of Petitioner Company is as under:- "I. PARTICULARS OF COMPANY: c. The Authorized Share Capital of the Company is Rs. 5,00,00,000/- (Rs. Five Crores only) divided into 50,00,000 (Fifty Lacs) equity shares of Rs. 10/- (Rs. Ten only) each. d. The Paid up Capital of the Company is Rs. 16,00,000/- (Rs. Sixteen Lacs Only) divided into 1,60,000/- (One Lac Sixty Thousand) Equity Shares of Rs. 10/- (Rs. Ten Only) each." (d) The compilation consists Publication of Notification depicting intention of conversion in compliance of Rule 68(5) of NCLT Rules, 2016. 7. That in the Petition, it is stated that earlier the Company was incorpor....