TaxTMI 
TaxTMI 
2018 (1) TMI 1179
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....al to the conversion by altering the Articles of Associations, as sought to be effected by a Special Resolution passed at the Extraordinary General Meeting (EOGM) held on 30.08.2017 for the change of status of the Company from "Public Limited Company" to "Private Limited Company". 2. The brief facts that emerged from the petition are that the Company was incorporated as an unlisted Public Company Limited by shares, on 21.11.2005, under the provisions of the Companies Act, 1956 under the name and style of "Greensignal Bio Pharma Limited". The Authorised share Capital of the company is Rs. 40,00,00,000/- divided into 4,00,00,000 Equity Shares of Rs. 10/- each. The issued, subscribed and Paid up share Capital is Rs. 38,36,72,750/- divided i....
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....e Companies Act, 2013 and it is also felt that it would help the Company to eliminate and streamline its corporate compliances and increase efficiency in its functioning. It is also stated that the company has started its business operations and it is a closely held public company limited by shares with seven shareholders and it does not intend to raise any fund from the public. It is further stated that the Company is a limited Company and the conversion into Private Limited Company shall not affect any debts, liabilities, obligations or contracts incurred or entered into by or on behalf of the Company before conversion and as such debts, liabilities, obligations and contracts may be enforced in the manner as if such conversion had not bee....
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.... converted as a public company in May 2016 and the company had made an Initial public Offering (IPO). Since the IPO was undersubscribed, the issue was withdrawn and the company equity share could not be listed on the Stock exchange and it is a closely held unlisted Company since incorporation and there is no involvement of the public in the shareholding or the management of the company. Also, the conversion would assist the company in carrying on its business activities in a simpler and more efficient manner as per the available exemptions and privileges available to a Private Limited Company under the Companies Act, 2013. Therefore, it was felt necessary to change the status of company from that of Public to Private. (b) The compa....
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....e Company is not registered under section 8 of the Companies Act, 2013; and hence, the prayer for approval of the proposed conversion of the said Company from Public Limited Company to Private Limited Company may be accorded, as sought to be effected by the Special Resolution passed on at the EOGM held on 30.08.2017. 6. The section 14 of the Companies Act, 2013 which came into force w.e.f. 01.06.2016 prescribes that a Company either a Public Limited Company or a Private Limited Company may, by a Special Resolution, alter its articles including alterations having the effect of conversion, if such conditions contained in its memorandum and also subject to the provisions of the Act. Such alteration, for the purpose of the said section, has ....
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....English on 07.11.2017 and in vernacular on 07.11.2017, indicating the intention of conversion from Public to Private status; the Applicant Company have 58 sundry creditors as on 30.09.2017 and there is no debenture holders as on 30.09.2017, the notice has been issued to the Regional Director, Southern Region as also to the Registrar of Companies, Chennai; the Company has not received any objection either from its members, unsecured creditors or from any persons with regard to the proposed status of the Company; and that all the seven Members of the Company attended the EOGM on 30.08.2017 and approved the Special Resolution passed at the said Meeting. 9. Having regard to the facts and circumstances of the above case and since all the requ....