TaxTMI 
TaxTMI 
2019 (4) TMI 822
X X X X Extracts X X X X
X X X X Extracts X X X X
....ng as mentioned in the said Rule. The instant Company Petition has been filed in terms of the said Rule. 3. The brief facts that emerged from the Petition are that the company was incorporated on 04.01.1995 as a Public Company Limited by shares under the name of "AKG Finvest Limited" having its registered office at Kolkata in the State of West Bengal. 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 as on 31.03.2017 is Rs. 3,50,00,000/- comprising of 35,00,000 Equity Shares of Rs. 10/- each and the Issued, Subscribed & Paid-up Share Capital of the Company is Rs. 46,91,650/- divided into 4,69,165 Equity Shares of Rs. 10/- each fully paid up. The Company is a Non-Banking Financial Company holding Certificate of Registration bearing no. B:05.06024 dated 21.01.2004 issued by Reserve Bank of India (RBI) and is stated to have engaged in the business of NBFC. The Board of Directors of the company comprises three Directors and there are seven equity shareholders holding 4,69,165 Equity Shares of Rs. 10 each. The list of shareholders as on 26.03.2018 showing names, addresses and i....
X X X X Extracts X X X X
X X X X Extracts X X X X
....er management. It is also stated that the present petition would not, in any manner, prejudice or affect the rights and interests of the directors, shareholders, creditors, debenture holders and other related parties of the Petitioner Company. It is further stated that the conversion of the Petitioner Company into a Private Company shall not affect any debts, liabilites, obligations or contracts incurred or entered into, by or on behalf of the Company before conversion and such debts, liabilites, obligations and contracts may be enforced in the manner, as if such conversion had not been done. It is further stated that the members present at the Extra Ordinary General Meeting held on 08.02.2018 unanimously voted in favour of passing the Special Resolutions for conversion of the Company from Public Limited to Private Limited and other consequential changes in the Articles of Association. It is further stated that the Company has one creditor amounting to Rs. 103,835,497.84 as on 26.03.2018 and the list of creditors has been supported by two Affidavits dated 26.04.2018 from two directors as also the Certificate dated 28.03.2018 from M/s. MR Singhwi & Co., CA confirming the said lis....
X X X X Extracts X X X X
X X X X Extracts X X X X
....by this Tribunal on 03.09.2018, the Petitioner has filed an affidavit dated 14.09.2018 stating that: a) a copy of the Petition has been served upon the statutory authorities, namely, the Registrar of Companies, West Bengal, the Regional Director, Eastern Region, Kolkata and the Securities and Exchange Board of India by a notice dated 17.07.2018, 17.07.2018 and 25.07.2018 respectively and the notice of Petition has also been published in "Financial Express" "(English Daily)" and "Aajkal" (Vernacular language) in its issue dated 05.09.2018; and b) no objection has been received from any of the statutory authorities or any of the creditors of the company. c) the creditor of the Company, M/s. HDFC Bank Ltd., Kolkata-700001 has conveyed its 'No Objection' by its letter dated 11.09.2018. 8. The matter was listed on 02.11.2018 when the Petitioner was directed to issue a notice to the RBI, Department of Non-Banking Supervision, Regional Office, Kolkata under Rule 35 read with Rule 68 of the NCLT Rules, 2016 forthwith intimating the next date of hearing and filed an affidavit of service within a week thereafter. 9. The Petitioner Company has filed an affidavit dated 08.11.2019 stati....
X X X X Extracts X X X X
X X X X Extracts X X X X
....lic 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. Second proviso to Sub-Section (1) and Sub-Section (2) came into force w.e.f. 01.06.2016. 12. Heard Ld. Pr.C.S. appearing for the Petitioner Company and perused the case record and also the report of RoC, WB. It transpires from the materials on record that the proposal for conversion of the status of the company was passed by the Board of Directors of the company at the meeting held on 16.01.2018 and thereafter, the Special Resolution to that effect was passed at the EOGM held on 08.02.2018, with the unanimous voting of seven Equity Shareholders holding 4,69,165 shares of Rs. 10/- each, as appearing from the Minutes of proceedings of EOGM held on 08.02.2018 (Annexure 6 to the Petition). The Special Resolution passed at the EOGM held on 08.02.2018 has been filed by the company on 08.03.2018 through e-form MGT-14, which has been approved by the ROC, WB. The company is stated to be an unlisted public company and is not registered under section 8 of the Act, 2013. It appears from the list of credit....