TMI Blog2017 (7) TMI 1254X X X X Extracts X X X X X X X X Extracts X X X X ..... st or the company's interest will suffer, if company is allowed for conversion of its status to private limited company. There is nothing on record to suggest that conversion would not be in the interest of company and it is in contravention any of the provisions of law or that the said application has been filed in violation of any provisions of the Companies Act, 2013. In absence of any deficiencies, the Tribunal being satisfied having regard to the facts and circumstances of the case allowed the application. From the arguments advanced on behalf of the 2nd objector/ appellant, we find that the 2' objector/ appellant intends to make out a case of 'oppression and mismanagement' by the Directors and 1St. Respondent company, which cannot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e impugned order the Tribunal has not satisfied itself having regard to all the circumstances of the case and failed to notice that the conversion was not in the interest of the company and should not have been made which will contravene or to avoid complying with the provisions of the Companies Act. Reliance was placed on Rule 68 of NCLT Rules, 2016 which relate to second provision to sub-section (1) of Section 14 of the Companies Act, 2013 as per which an objector whose interest is likely to be affected has been allowed to be heard and under Sub-Rule (7) the Tribunal to satisfy itself with regard to the circumstances of the case. In this regard it is desirable to notice sub-rule (6) and (7) of Rule 68 which are as follows: 68. Petit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gh Court of Madras which is pending. However, till date the issue of Probate of Will has not been decided by the Hon'ble High Court of Court to find out whether, the appellant can claim its right over the shares of Dr. M.A.M Ramaswamy. 5. Even if it is accepted that the appellant has right to raise objection we find that all such objections, raised by the objectors including the appellant-3'' objector, have been noticed by the Tribunal. The objections has been rejected with following observations: At this juncture, there are three objectors. First Objector Mr. N. Sivaprasad has filed his objections stating that the 'consolidation of shares' which has happened during February, 2016 is not in accordance with the la ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... opportunity for the same. However, during the previous hearing, the Applicant company has been asked to make an arrangement for the Trust so that the Trust could be in a position to get its due proportionate share in the 'rights issue'. The company has come with an arrangement by filing an affidavit stating that it is open to provide protection to the Trust in relation to the 'rights issue' provided the Trust is willing to deposit the money equivalent to the proportion of its shares to get the 'rights issue' to the tune of ₹ 102.24 crores provided the probate of Will is granted by Hon'ble High Court of Madras in relation to the estate of Dr. MAM Ramaswamy (deceased). The Probate of Will wold make the Trust ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nority shareholders by directing paying the share value in their bank accounts. From the arguments advanced on behalf of the 2nd objector/ appellant, we find that the 2' objector/ appellant intends to make out a case of 'oppression and mismanagement' by the Directors and 1St. Respondent company, which cannot be noticed in a petition under Section 14(1)(b) of the Companies Act, 2013, though it is open to the shareholder(s) to move an appropriate application under Sections 241 and 242 of the Companies Act, 2013, if they qualify under Section 244 of Companies Act, 2013 and if there is an act of 'oppression and mismanagement' on the part of any of the Director(s) or 1st Respondent Company. 6. We find no merits in these ap ..... X X X X Extracts X X X X X X X X Extracts X X X X
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