68. Petition under section 14.-
(1) A petition under the second provision to sub-section (1) of section 14 of the Act for the conversion of a public company into a private company, shall, not less than three months from the date of passing of special resolution, be filed to the Tribunal in Form No. NCLT. 1 and shall be accompanied by such documents as are mentioned in Annexure - B.
(2) Every petition filed under sub-rule(1) shall set out the following particulars:
(a) the date of the Board meeting at which the proposal for alteration of Articles was approved;
(b) the date of the general meeting at which the proposed alteration was approved;
(c) State at which the registered office of the company was situated;
(d) number of members in the company, number of members attended the meeting and number of members of voted for and against;
(e) reason for conversion into a private company, effect of such conversion on shareholders, creditors, debenture holders and other related parties.
(f) listed or unlisted public company;
(g) the nature of the company, that is, a company limited by shares, a company limited by guarantee (having share capital or not having share capital) and unlimited company;
(h) details as to whether a company registered under section 8 of the Act.
(3) There shall be attached to the application, a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of petition by not more than two months, setting forth the following details, namely:
(a) the names and address of every creditor and debenture holder of the company;
(b) the nature and respective amounts due to them in respect of debts,claims or liabilities;
(c) in respect of any contingent or unascertained debt or any such claim admissible to proof in winding up of the company, the value, so far as can be justly estimated of such debt or claim:
Provided that the petitioner company shall file an affidavit, signed by the company secretary of the company, if any, and not less than two directors of the company, one of whom shall be a managing director, where there is one, to the effect that they have made a full enquiry into the affairs of the company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of , or claims against, the company to their knowledge.
(4) A duly authenticated copy of the list of creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of the sum of rupees ten per page to the company.
(5) The company shall at least fourteen days before the date of hearing; -
(a) advertise the petition in accordance with rule 35;
(b) serve, by registered post with acknowledgement due, individual notice in Form NCLT. No. 3B to the effect set out in sub-rule (a) on each debenture-holder and creditor of the company; and
(c) serve, by registered post with acknowledgement due, a notice together with the copy of the petition to the Central Government, Registrar of Companies and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any other Act.
(6) Where any objection of any person whose interest is likely to be affected by the proposed petition has been received by the petitioner, it shall serve a copy thereof to the Registraron or before the date of hearing.
(7) While passing an order, the Tribunal may, if it is satisfied, having regard to all the circumstances of the case, that the conversion would not be in the interest of the company or is being made with a view to contravene or to avoid complying with the provisions of the Act, disallow the conversion with reasons to be recorded in writing. |