TaxTMI 
TaxTMI 
2019 (4) TMI 1700
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....the Extra Ordinary General Meeting held on 21-01-2017, for the change of status of the Company from "Public Limited Company" to "Private Limited Company". M/s. Aseem Sanrachana Design Limited, having its registered office at GR-03, 80 Joy Narayan Santra Lane, Howrah - 711101, West Bengal has filed the petition under sub-section 14(1)(b) of the Companies Act, 2013. 2. Rule 68 of the NCLT Rules, 2016 stipulates filing of a petition under sub-section (1) of section 14 of the Companies Act, 2013 for the conversion of a public company into a private company, in the prescribed format and the manner accompanied by such documents/information and requisite filing fee as mentioned in the said Rule. The instant Company Petition has been filed in te....
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....ential commercial and industrial plots and properties and give them on lease rent or otherwise. However, the Company is presently engaged in real estate broking. 6. A Special Resolution has been passed at the Annual General Meeting of the Company held on 21st January, 2017 pursuant to Section 18 read with the provisions of sections 13 and 14 of the Companies Act, 2013 and Rule 33 of the Companies (Incorporation) Rules, 2014 together with the amendments made by the Central Government from time to time in this regard, for conversion of the Company into a "Private Limited Company" and for change in the name of the Company from "Aseem Sanrachana Design Limited" to "Aseem Sanrachana Design Private Limited" by addition of the word "Private" be....
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....arty. 10. As per direction of this Tribunal, the Company has filed its Affidavits dated 14-08-2018 stating that the advertisement has been published once in English in "Business Standard" on 06-08-2018 and once in Bengali "Dainik Statesman" on 06-08-2018 and also served notice to the Regional Director, Eastern Region, Registrar of Companies, West Bengal and the concerned Income Tax Authority. 11. The Registrar of Companies, West Bengal has submitted report dated 6th September, 2018 with his observations which are as under: a) Financial Statement and Annual Return for the financial year ended on 31-03-2017 has been filed. Thus, the Company has not defaulted in filing the annual statutory returns. b) The proposed conve....
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....opy of latest Annual Report for the financial year ended 31-03-2017 as Annexure R 13. The Board of Directors and shareholders of the Company, have unanimously approved the proposed conversion of company to Private Limited Company 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 at the Extra Ordinary General Meeting held on 21-01-2017. 14. 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 Resolution, alter its articles including alterations having the effect of conversion, if such con....
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....s been filed by the company through e-form MGT-14, which has been approved. The Company is stated to be an unlisted public company. Neither the Registrar of Companies, West Bengal nor any member or creditor of the Company has any objection to the proposed conversion from Public Limited to Private Limited. 17. 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 06-08-2018 indicating the intention of conversion from Public to Private status; in spite of public notice the company has not received any objection either from its members, creditors or any persons with regard to the proposed conversion of status of the c....