TMI Blog2017 (5) TMI 266X X X X Extracts X X X X X X X X Extracts X X X X ..... communicate the altered Articles within a period of 15 days to the Registrar - C.P. NO. 05/14/NCLT/MAH/MUM/2017 - - - Dated:- 24-3-2017 - SHRI M. K. SHRAWAT, J. For the Petitioner : Mr. Nithish Bangera, Practising Company Secretary ORDER 1. Petition under consideration was filed on 06th January, 2017 under the provisions of Sec. 14 of Companies Act, 2013 (herein below referred as the Act ). At the outset, it is worth to reproduce the relevant portion of the Section as under:- Alteration of Articles. 14. (1) Subject to the provisions of this Act and the conditions contained in its memorandum, if any, a company may, by a special resolution, alter its articles including alterations having the effect of conversion of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng form INC-27 for conversion of a public company into a private company. The relevant provisions of Companies Act, 2013 (second proviso to sub-section (1) and sub-section (2) of section 14) have not been notified. In view of this, the corresponding provisions of Companies Act, 1956 (Proviso to sub-section (1) and sub-section (2A) of Section 31) shall remain in force till corresponding provisions of Company's Act, 2013 are notified. The Central Government has delegated such powers under the Companies Act, 1956 to the Registrar of companies (ROCs) vide item No. (c) of the notification number S.O. 1538(E) dated the 10th July, 2012 and this delegated power remains in force. Applications for such conversions, therefore, have to be filed and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al (NCLT) to pass an appropriate order in connection of proposed conversion had superseded the old provisions. Therefore, the operation of Rule 33 of the Companies (Incorporation) Rule, 2014 shall be limited to give effect of the order of NCLT by the Registrar within fifteen days on receipt. (b) Second reason to proceed with the matter is that once the provision of Section 14(2) (now stood notified supra) has enshrined power to NCLT; hence, the Statute prevails over the Rules. There are no two opinions in respect of this accepted position of interpretation of statute. 5. The outcome of the above discussion is that the issue of conversion of Private company into Public Company and vice-versa is to be dealt with by NCLT within the ambit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n dated 21st July, 2016 (published in Gazette of India on 22nd August, 2016 GSR 716 (E)) also framed National Company Law Tribunal Rules, 2016. The Rule connected to conversion of Public Company to Private Company is Rule 68 which has laid down the guidelines for the implementation of such conversion. A Petition for conversion of Public Company to Private Company is required to accomplish the conditions laid down under Rule 68 of NCLT Rules, 2016. For the purpose of disposal of this Company Petition the conditions accomplished by this Petitioner as prescribed in the Rule are examined. The Board of Directors of Kraftwares (India) Limited (Petitioner) have decided in their meeting held on 1st October, 2016 to convert the Petitioner Company M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... SPECIFIED IN SECTION 2(68) OF THE COMPANIES ACT, 2013, CONVERTING A PUBLIC COMPANY INTO A PRIVATE COMPANY RESOLVED THAT pursuant to the provisions of sections 13 and 14 and all other applicable provisions of the Companies Act, 2013, if any and subject to the approval of the Tribunal, the consent of the members of the company be and is hereby given to convert the company from 'Public Limited' to Private Limited and consequently the name of the company be changed from KRAFTWARES (INDIA) LIMITED to KRAFTWARES (INDIA) PRIVATE LIMITED by addition to the word 'Private' before the word 'limited'. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the company b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rom Public Limited Company to Private Limited Company, which would help the board to carry out its affairs more efficiently and economically 7.1 Keeping all this in view, it has been considered by the Petitioner that it is advantageous to convert the company from public limited to private limited company so as to smoothly run its business and to avail of the benefits available to a Private Limited Company. 7.2 That it is pleaded that if the alteration is allowed by the National Company Law Tribunal as provided under Section 14(1) of the Companies Act, 2013, the Company would be able to carry out its business activities more economically, efficiently and smoothly. 7.3 That it is informed that no Shareholders, Creditors, Debenture ..... X X X X Extracts X X X X X X X X Extracts X X X X
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