2019 (5) TMI 390

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....hereinafter called as Petitioner Company) under Section 14(2) of the Companies Act, 2013 read with Rule 68 of NCLT Rules, 2016, seeking approval of this Tribunal to the conversion by altering the Articles of Association, as sought to be effected by a Special Resolution passed at the Extra ordinary General Meeting (EoGM) held on 16.03.2018 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 28.06.2016, under the provisions of the Companies Act, 1956 under the name and style of 'Survachas Solar Power Limited'. The Authorised Share Ca....

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....any, has also been approved by the Members and adopted as the new set of Articles of Association of the Company. The reason for conversion into Private Limited Company, as mentioned in the Petition is that the Company has only eight shareholders and is not planning to raise any funds from the public, in the interests of the shareholders and for operational convenience and in order to avoid unnecessary costs on compliance and to avail he exemptions available to private limited companies. 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, etc., transacted in the present name of the Company. The Company is not registered u....

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....8 of the Companies Act, 2013. Hence, the prayer for approval of the proposed conversion of the said Company from Public Limited Company of the said Company from the 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 16.03.2018. 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 Board Resolution, alter its articles including alterations having the effect of conversion, if such conditions are contained in its memorandum and also subject to the provisions of the Act. Such alteration, for the purpose of the said section,....

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....nglish on 25.08.2018 and in vernacular language on 25.08.2018, indicating the intention of conversion from Public to Private status. The Petitioner Company have eight Unsecured creditors as on 31.03.2018 as discussed above and there is no debenture holders or public deposits as on 19.08.2018. The notices have been issued to the Regional Director, Southern Eastern Region as also to the Registrar of Companies, Hyderabad; 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 Six (6) Shareholders of the Company attended the EoGM held on 16.03.2018 and approved the Special Resolution passed at the said Meeting. 9. Having reg....