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Company M/s. Super Auto India Limited v.

Company M/s. Super Auto India Limited v.

(National Company Law Tribunal)

C.P. No. and C.A. No. 22/14/2017 | 03-03-2017

Vide this Petition under Section 14(1) of the Companies Act, 2013, Super auto India Limited (Hereinafter Called the Company) CIN No. U27310DL1977PLC008630 Prays for Conversion of its Status from a Public Company to a Private one.

2.The petitioner Company is stated to be a closely held with ten shareholders its fund requirements are primarily met by its shareholders and it does not intend to raise any funds from the public. Under such circumstances, with a view to do away with the onerous compliances required from a public limited company, a decision was taken by the Board of Directors on 01.12.2016 for converting its status to a Private Company. Notice was issued for circulating the Agenda alongwith the explanatory note for holding the EoGM on 26.12.2016.

3.Necessary steps for altering the Companys Articles of Association and Memorandum of Association were also initiated. Subsequently, the Company in its Extra Ordinary General Meeting held on 26.12.2016, unanimously resolved to convert the Company into a Private Limited Company and the name of the Company was proposed to be changed from Super Auto India Limited to Super Auto India Private Limited subject to approval of this Tribunal.

4.The petition is accompanied with an affidavit of the Companys Director, Sh. Shashi Bhushan Nayyar deposing that all due compliances have been carried out. Publication has been effected in English and Hindi in the daily newspapers. The Financial Express and Haribhoomi, dated 09.02.2017, which have been filed on record. The petition is duly annexed with the audited Financial Statements for the year ending 31.03.2016, a certified copy of the Resolution passed in the EGM dated 26.12.2016, compliance of filing MGT-14 with the office of the RoC. It is also submitted that the company has about 691 creditors all of whom have been notified vide registered posts. Pursuant to the notices issued and publication effected, no objection has been received. It is also certified that the company was never listed on any stock exchange and that the said conversion shall not prejudicially affect its shareholders. There is no legal proceeding pending against the company in any Court of Law.

5.As the company has complied with statutory requirements, due approval is accorded to it for conversion to a Pvt. Ltd. Company. Its name shall be changed from Super Auto India Limited to Super Auto India Private Limited in terms of its Articles of Association, with the status of all concerned to be in the same position as prior to conversion.

6.The Company petition stands allowed. Fresh Certificate of Incorporation be issued.

Advocate List
Bench
  • Ina Malhotra, Judicial Member)
Eq Citations
  • LQ/NCLT/2017/716
Head Note

Companies Act, 1956 — Ss. 4 and 4(1) — Conversion of Public Company to Private Company — Approval accorded — Petition allowed — Fresh Certificate of Incorporation to be issued — Companies Act, 2013, S. 14(1)