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2020 (3) TMI 525 - AT - Companies LawConversion of Public Limited Company to a Private Limited Company - time limitation - petition was delayed as filed after three months from the date of passing of special resolution - Rule 68(1) of NCLT Rules 2016 - HELD THAT:- Rule 68(1) of NCLT Rules 2016 provides that a petition under section 14(1) of Companies Act, 2013 for conversion of a public company into private company shall, not less than three months from the date of the passing of special resolution, be filed to the Tribunal in Form No.NCLT-1. It means such petition shall be filed after three months from the date of passing of special resolution. The appellant company has passed the resolution on 14.8.2017. 1st petition was filed on 30.10.2017 which was pre-matured. Therefore, and it was withdrawn on 6.12.2017 and Second petition was filed on 19.12.2017 i.e. after three months from the date of passing of special resolution. Thus the petition is well within limitation. The appellant company is wholly owned subsidiary and unlisted public company. Therefore, in view of sub-rule (2) of Rule 4 of the Companies (Appointment & Qualification of Directors) Rule 2014 appointment of at least two independent directors is not necessary. Hence non-disclosures of resignation of two independent directors will not affect the merit of the petition in any manner. The dispute between Ernest and Young and appellant company is pending before the Arbitral Tribunal hence the conversion of appellant company shall not affect the responsibility and liabilities of the appellant company - the appellant company has fulfilled the conditions for conversion and shortcomings pointed out by the NCLT are inconsequential. The special resolution dated 14.08.2017 for conversion of appellant company from public company to private company is approved.
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