In Re: Narah Overseas Ltd Vs

Ld. Counsel for the Applicant is present, submitted that all the compliances have been made for seeking an Order of conversion of the Applicant Company, which is a Public Limited Company, to a Private Company. It is noted that the matter under consideration was filed before 2nd November, 2018. Therefore, as provided under 3rd proviso to the Section 14(1), this Authority proceeds to dispose of the Application as per the provisions applicable prior to the Companies (Amendments) Ordinance, 2018.

Ld. Counsel has referred to the Minutes of the proceedings of the Extraordinary General Meeting (EGM) held on 24th July, 2018, whereby it has been resolved to amend the Memorandum of Association to align with the requirement of the Private Company and to add the set of the Clauses in the Memorandum of Association and the Articles of Association of the Company pursuant to the provisions of the Companies Act, 2013.

It is briefly noted that the applicant company viz Narah Overseas Limited was incorporated on 2nd July 2015 under the provisions of the Companies Act, 2013. It is a Public Limited company having CIN-U51909DL2015PLC282371. The authorized share capital of the Company is Rs. 10,00,000/- divided into 100,000 equity shares of Rs. 10 each. The issued, subscribed and paid up capital of the Company is 5,00,000/- divided into Rs. 50,000/- equity shares of Rs. 10 each. The company is incorporated to carry out the business as buyers, sellers, importer, exporters, dealers of all kind of fabrics, textiles products and other related activities.

Form MGT-14 (16.10.2018) has been filed with the ROC. The directors of the Company have filed two separate affidavits. Mr. Khaderan Singh has stated in the affidavit that full enquiry had been done into the affairs of the Petitioner company and formed the opinion that the list of creditors as on 23.10.2018 is correct and there are no other debts or claims against the applicant company.

Publication of notice has been effected in the newspapers dated 4th April 2019 one in English and other in Vernacular. In short, all the requirements have been met for the conversion of the Applicant Company from Public Company to Private. Therefore, the Minutes of the EGM dated 24th July, 2018 are hereby approved.

The Applicant Company is directed to file the amended Memorandum of Association and Articles of Association with the Registrar of Companies as prescribed for the conversion of the Applicant Company from public to private.

The Registrar of Companies is directed to register the Applicant Company as Private Company with the change of name as required, within three weeks on receiving the copy of this order. A copy of this order will be obtained by the Ld. Counsel for the Applicant Company for submitting before the ROC along with the required documents for record and compliances. Accordingly, this Application is disposed of.