2019 (9) TMI 995

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....oner Company") under Section 14(1) of the Companies Act, 2013, read with Rule 68, of the NCLT Rules, 2016, seeking approval of this Tribunal for conversion of the Company from Public Limited to Private Limited Company i.e. from "Sri Narasimha Cotton Press Company Limited" to "Sri Narasimha Cotton Press Company Private Limited" by addition of the word "Private" before the word "Limited", as sought to be effected by Special Resolution passed at the Annual General Meeting (AGM) held on 30.09.2017 of the Members of the Petitioner Company. 2. The facts in brief that emerged from the Petition are that the Company was incorporated on 02.07.1913, as a Public Company Limited by Shares under the name of Sri Narasimha Cotton Press Company Limited. Th....

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.... set of AoA, as applicable to the Private Limited Company, has also been approved by the members and adopted as the new set of AoA of the Company. The reason for conversion into Private Limited Company, as mentioned in the Petition is that the Company has only Seventy Nine (79) shareholders and is an unlisted Public Company, which is limited by shares and there is no involvement of public debt/finance in the company. To avoid unnecessary legal formalities under the Companies Act, 2013, and other laws and to obtain privileges which are available to the Private Limited companies under the Companies Act, 2013, which would help the management to carry out its affairs efficiently & economically. The Company does not intend to raise any funds fro....

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....ompany filed a Memo, dated 10.10.2018, stating that the company has not received any complaints or any objection with regard to conversion of Company from Public Limited to Private Limited pursuant to notice advertised in Newspapers. 7. The Registrar of Companies, Andhra Pradesh in its report, dated 18.06.2019, while reiterating the averments made in the Petition stated that the Company has filed from MGT 14 vide SRN No.G71293377 along with Special Resolution passed in AGM and the same was taken on record. It is further submitted that the Company is up to date in filing Statutory Returns up to 2018, and hence the Petition may be considered on merits. 8. The Section 14 of the Companies Act, 2013, which came into force w.e.f. 01.06.2016, pr....

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....5.12.2017 through e-form MGT-14. The Company is stated to be an unlisted public company. 10. As regards compliance of the required Rule 68 of NCLT Rules, 2016, it maybe noted that the Company has published notice of the petition both in English and in vernacular language on 12.08.2018, indicating the intention of conversion from Public to Private status. The Petitioner Company have no Secured and Unsecured Creditors as on 30.03.2018 as discussed above and there is no debentureholders or public deposits as on 31.03.2018. The notices have been issued to the Regional Director, South East Region and also to the Registrar of Companies, Andhra Pradesh. The Company has not received any objection either form its members, unsecured creditors or fro....