TaxTMI 
TaxTMI 
2018 (10) TMI 1381
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....led in terms of the said Rule. 3. The brief facts that emerged from the Petition are that the company was incorporated on 04.07.1996 as a Public Limited Company under the provisions of the Companies Act, 1956 under the name and style of "TIRUMALA TECHNICS LIMITED." and subsequently the name of the Company was changed to "TITEC LIMITED" with effect from 13.04.1998. The Company is an unlisted Public Limited Company and is not registered under Section 8 of the Companies Act, 2013. The authorized share capital of the Company is Rs. 20,000,000/- (Rupees Two Crores only) divided into 2,000,000 Equity Shares of Rs. 10 each. The issued, subscribed and paid-up capital of the Company is Rs. 19,790,000/- (Rupees One Crore Ninety Seven Lacs and Ninety Thousand only) divided into 19,79,000 (Nineteen Lacs Seventy Nine Thousand) Equity shares of Rs. 10 each fully paid-up. The Board of Directors of the Company comprises five Directors and there are seven shareholders holding 19,79,000/- Equity Shares of Rs. 10/- each. The Board of Directors of the Petitioner Company has passed a resolution at the Board Meeting held on 02.01.2017, approving the proposed alteration of the Articles of Association ....
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....ed by this Tribunal on 29.01.2018, the company has filed an affidavit dated 06.02.2018, stating that the advertisement has been published in English in "Business Standard" (English Newspaper ) and in Bengali "Ekdin"( Bengal Newspaper ) on 03.02.2018. As per further direction issued by this Tribunal vide order dated 13.03.2018, the Petitioner has filed an affidavit dated 13.04.2018 stating that notice has been served upon the Regional Director, Eastern Region, Nizam Palace, Kolkata and also upon the Registrar of Companies, West Bengal, Nizam Palace, Kolkata. Notice has been served upon the said authorities on 10.04.2018. By a further affidavit dated 11.07.2018 the Petitioner has stated that the Company has not received any objection after publication of notice in the Newspapers on 03.02.2018; the company has received consent from all the shareholders approving the conversion of the company into Private Limited Company and that the company has also received no objection certificate from all the creditors as appearing in the list drawn up to 31.03.2017. M/s Gujrani & Co., Chartered Accountants have issued a Certificate dated 31.03.2017 confirming that the sundry creditors of the compa....
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....he financial year 2015-16 and 2016-17 respectively. The ROC, WB in his report, has not raised any objection to the proposed conversion of the status of the Petitioner Company from Public Limited to Private Limited Company. 6 to 8. The matter was finally heard on 17.09.2018 when Shri Arun Kumar Jaiswal, Pr. C.S., and Shri Abhishek Kumar Pandey, Pr. C.S. appearing for and on behalf of the Petitioner Company have submitted that the required mandate under Rule 68 of the National Company Law Tribunal Rules, 2016 has been complied with; the company has NIL creditors as on 25.09.2017; in spite of public notice in the newspapers on 03.02.2018 no one has raised any objection to the proposal of the company; the Board of Directors has approved the proposed conversion of the status of the company and all the seven equity shareholders holding 19,79,000 shares attended the EOGM held on 27.01.2017 and unanimously approved the proposed conversion of the status of the company and none of the shareholders, has voted against the resolution. 9. Section 14 of the Companies Act, 2013 prescribes that a Company either a Public Limited Company or a Private Limited Company may, by a Special R....
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....4,456.69 respectively as compared to total revenue of Rs. 11,036,454.00 and profit before tax of Rs. 747,739.72 during the previous year. The total expenses of Rs. 2,219,899.31 incurred during the year ended on 31.03.2017 against Rs. 10,288,714.28 of the previous year. It further appears that the profit after tax stood at Rs. 395,174.69 against loss of Rs. 2,770,616.28 during the previous year. The company is stated to have engaged in the business of financial and related services. The Board in their Report dated 18.08.2017 as attached with the Financial Statements as on 31.03.2017, has stated inter alia that the Company has not accepted any public deposits under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of deposits) Rules, 2014. 11. As regards compliance of the required Rule 68 of NCLT Rules, 2016, it may be noted that the company has published notice of the petition both in English and Bengali newspapers on 03.02.2018, indicating the intention of conversion from Public to Private status; the company has not received any objection/representation from any person in response to the public advertisement; MGT-14 has been filed with the office of the Reg....