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TMI Blog2017 (5) TMI 1433X X X X Extracts X X X X X X X X Extracts X X X X ..... lter its articles including alterations having the effect of conversion of- (a)a private company into a public company; or (b)a public company into a private company: Provided that ......... Provided further that any alteration having the effect of conversion of a public company into a private company shall not take effect except with the approval of the Tribunal which shall make such order as it may deem fit. (2) Every alteration of the articles registered under sub-section (2) shall, subject to the provisions of this Act, be valid as if it were originally in the articles" 2. It is important to clarify that the transition period of Companies Act, 1956 into Companies Act, 2013 was fairly large; hence, in the interregnum, certain arr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , have to be filed and disposed as per the earlier provisions. 2. This issues with the approval of the Competent Authority. Sd/- (Sanjay Kumar Gupta) Deputy Director Ph: 23384657)" 3. By issuance of the Notification it was made clear that the corresponding provisions of Companies Act, 1956 shall remain in force till corresponding provisions of Companies Act, 2013 are notified. As a result, the impact of this Notification was that after the MCA Notification dated 01.06.2016 (to be discussed herein below), the applicability of the old provisions along with the attached rules got suspended. To proceed with the matter, it is requisite to hold that Rule 33 of the Companies (Incorporation) Rule, 2014, which had prescribed that for effec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... "Tribunal") within the ambits of Section 14 of the Act. This Section prescribes that a company, either a Public Company or a Private Company, can alter its Article if such condition is contained in its Memorandum, but by a special resolution. Such alteration, for the purpose of this section, has the effect of conversion of a Public Company into a Private Company. The issue in hand is dealt with by second proviso to Section 14(c) which says that any alteration having the effect of conversion of a Public Company into a Private Company shall not come into operation except with the approval of the Tribunal. The Tribunal shall make such order as it may deem fit. Further, a procedure is also laid down to give effect of the order of the Tribunal i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 16th November, 2016 to convert the Petitioner Company "M/s. Personal FN Insurance Services India Limited" to Private Limited Company by the name and style of "M/s. Personal FN Insurance Services India Private Limited". Thereafter, at the Extraordinary General Meeting held on 1st December, 2016 at the Petitioner Company's registered office at 103, Regent Chambers, Nariman Point, Mumbai - 400021, a resolution has been passed for conversion of the Petitioner Company from Public Limited Company to Private Limited Company. The Members have voted in favour of the resolution. (b)The reason for conversion into a Private Company [Rule 68(2)(e)] as set out in the Petition is specified as under:- "IV. FACTS OF THE CASE ARE GIVEN BELOW (a) T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 000 (Fifty Thousand) equity shares of Rs. 10/- (Rs. Ten only) each. 1.4 The Paid up Capital of the Company is Rs. 5,00,000/- (Rs. Five Lacs Only) divided into 50,000/- (Fifty Thousand) Equity Shares of Rs. 10/- (Rs. Ten Only) each. (d)The compilation consists Publication of Notification depicting intention of conversion in compliance of Rule 68 (5) of NCLT Rules, 2016." 7. In the light of the foregoing legal position, it is hereby summarised that the Petitioner has complied with provisions of Section 14 to be read with Rule 68 of NCLT Rules, 2016. Therefore, having regard to all the circumstances, the conversion from public to private is in the interest of the Company which is being made with a view to comply efficiently with the provisi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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