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2020 (1) TMI 433 - AT - Companies LawPrayer for amendment in the Judgment dated 18th December, 2019 - Conversion of Private Company into Public Company on the basis of average annual turnover - benefit under Section 43A (2A) of Companies Act - HELD THAT:- Section 43A (2A) while empowers a 'Public Company' to become a 'Private Company' on or after commencement of the Companies (Amendment) Act, 2000 by informing the matter to the Registrar for substitution of the word 'private company' with the word 'public company' in the name of the company upon the register and certificate of incorporation issued to the company and its memorandum of association but under Section 43A (4) such 'private company' which has been made public company by virtue of the said provision, will continue to be a 'public company' until it has, with the approval of the Central Government and in accordance with the provisions of the said Act, again become a 'private company'. For the purpose of appreciation, in terms of Section 43A (4), as referred to by the Registrar of Companies, the 'Tata Sons Limited' which was a 'Private Company' has becomes a 'Public Company' by virtue of the provision aforesaid shall continue to be a public company, having not taken any approval from the Central Government and in accordance with the provisions of the said Companies (Amendment) Act, 2000 to become a 'Private Company'. n terms of Section 465 of the Companies Act, 2013, all provisions of the Companies Act, 1956 stand repealed except provisions of Part IX A of the Companies Act, 1956 which applies mutatis mutandis to a Producer Company in a manner as if the Companies Act, 1956 has not been repealed until a special Act is enacted for Producer Companies - Section 43A (2A) was inserted in the year 1975 in Companies Act, 1956 as amended in the year 2000 stood repealed by enactment of the Companies Act, 2013. In place of the old provision of Section 43A for 'conversion of the company' and 'conversion of Articles of Association', now Section 18 and Section 14 of the Companies Act, 2013 are applicable. The stand taken by Mr. Sanjay Shorey, Director Prosecution, Ministry of Corporate Affairs, who appeared on behalf of the Registrar of Companies, Mumbai that in absence of any prescription by the Central Government under any Rule in terms of Section 2(66), for the purpose of Section 2(68) ('private company'), the paid up share capital should be read as "zero". However, such submission cannot be accepted as there cannot be a 'Private Company' or 'Public Company'. For the said reason, in amended Section 2(68), it is specifically mentioned that "as may be prescribed by the Central Government" (i.e. under the Rules in terms of Section 2(66)) - the prayer for amendment in the Judgment dated 18th December, 2019 is rejected. No ground is made out to amend the Judgment dated 18th December, 2019 in absence of any factual or legal error apparent on the body of the aforesaid Judgment - There is a typographical error at Paragraph 171 wherein un-amended Section 2(68) has wrongly been typed which has been ordered to be corrected. Application dismissed.
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