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TMI Blog2018 (11) TMI 1044X X X X Extracts X X X X X X X X Extracts X X X X ..... atus of the Company from "Public Limited Company" to " Private Limited Company". M/s. Manorama Industrial & Technical Services Limited having its registered office at 14, Government Place East, Kolkata-700069 has filed the petition under Sub-Section (1) of Section 14 of the Act, 2013. 2. Rule 68 of the NCLT Rules, 2016 stipulates filing of a petition under sub-section (1) of section 14 of the Companies Act, 2013 for the conversion of a public company into a private company, in the prescribed format and the manner accompanied by such documents/information and requisite filing fee as mentioned in the said Rule. The instant Company Petition has been filed in terms of the said Rule. 3. The brief facts that emerged from the petition are that t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... under, for conversion of the Company into a "Private Limited Company" and the name of the Company be changed from "Manorama Industrial & Technical Services Limited" to " Manorama Industrial & Technical Services Private Limited" by addition of the word "Private" before the word 'Limited'. A new set of Articles of Association, as applicable to the Private Limited Company, has also been approved by the members and adopted the new set of Articles of Association of the Company. The reason for conversion into Private Limited Company, as claimed in the petition, is that since there is no involvement of public in the shareholding or management of the company and to avoid unnecessary formalities stipulated for Public Limited Company and to u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rosecution under Section 209(3)(b), 211(1) (7)211 (2) (7) and 211(3A)/7 of the Companies Act, 1956 vide case Nos. 93 (c) to 96 (c) of 2009 arising out of technical scrutiny is pending against the Director of the Company. (e) The Company has not been served with any objection of any person whose interest is likely to be affected by the proposed conversion. However, the ROC, West Bengal in his report, has not raised any objection to the proposed conversion of the status of the Company from Public to Private. 6. The Ld. Pr. C.S., appearing for and on behalf of the Petitioner Company has submitted that the required mandate under Rule 68 of the National Company Law Tribunal Rules, 2016 has been complied with; the company has NIL creditors as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... desirous of converting its status is, therefore, required to comply with and follow the requirements as framed under Rule 68 of the NCLT Rules, 2016. Second proviso to Sub-Section (1) and Sub-Section (2) of Section 14 of the Companies Act, 2013 came into force with effect from 01.06 2016. 8. Heard Ld. Pr. C.S appearing for the Petitioner Company and perused the case record and also the report of the Registrar of Companies, West Bengal. 9. It transpires from records that the Board of Directors of the Company has passed a resolution in the meeting held on 05.05.2017 approving the conversion to Private Limited Company. A Special Resolution has also been passed on 05.06.2017 with the unanimous approval of 8 shareholders of the Petitioner Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany. The Petitioner shall, however, remain bound to comply with the statutory requirements in accordance with law.
12. The Company Petition CP No. 662/KB/2017 is accordingly disposed of.
13. The Petitioner is hereby directed to file with the Registrar of Companies, West Bengal, a certified copy of the order of this Tribunal in the prescribed e-form together with a printed copy of the altered Articles of Association as also with requisite fee within a period of 15 days in terms of the provision of section (2) of section 14 of the Companies Act, 2013 read with Rule 161 of NCLT Rules, 2016.
14. Urgeent certified copy this order, it applied for, be supplied to the parties subject to compliance with all requisite formalities. X X X X Extracts X X X X X X X X Extracts X X X X
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