In The Matter Of Kadakia Alkalies And Chemicals Limited

Chandra Bhan Singh, Member (Technical)

The Company Petition has been filed by the Petitioner Company for conversion of Company from Public Limited Company into Private Limited

Company.

The Ld. Professional states that, the Petitioner Company was incorporated as a Private Limited Company with the Registrar of Companies, Gujrat

under the Companies Act, 1956 with the name of ‘Maruti Salt Farm Private Limited’ on 20.06.1988.

The Petitioner was converted into a Public Limited Company under Section 43A of the Companies Act, 1956. The Petitioner changed its name to

Kadakia Alakalies and Chemicals Limited by passing a special resolution in the Extra Ordinary General Meeting held in the year 1988. The Petitioner

company held an annual general meeting on 31.07.2012 and passed a special resolution for shifting it's registered office from the State of Gujarat to

the State of Maharashtra. The Regional Director, NWR, Ahmedabad approved the petition in that regard and passed the necessary order on

28.02.2013. the Registrar of Companies, Maharashtra issued a Certificate of Registration of Regional Director order for change of state and gave a

CIN U14220MH1988PLC245203 to the Petitioner Company.

It is stated that the company is a public limited company managed by its Board of Directors comprising of 4 Directors and there are 7 shareholders

in the company.

It is submitted that there is no involvement of public in the shareholding or management of the Petitioner Company, hence the Board of Directors

thinks it appropriate to convert the company into the private limited company.

On perusal of the Application, it appears that Board Meeting was held on 03.04.2017, in pursuance thereof Extra Ordinary General Meeting was

held on 26.04.2017 for the approval of resolution for conversion of the Petitioner Company into a Private Limited Company setting out the reasons for

conversion. It is submitted that the Company is having its registered office within the State of Maharashtra.

The Petitioner Company has attached the list of Creditors drawn up as on 06.09.2017, which states that there are only 7 creditors in the company,

apart from this, two Directors of the Company filed an Affidavit declaring that there is no other debt in the company.

On perusal of the record of the case, the Petitioner Company affected the publication of the Petition in accordance with Rule 35 of NCLT Rules by

serving individual notices upon the Creditors, Central Government and Registrar of Companies.

One Mr. Ashish O. Lalpuria objected this conversion of company raising certain objections. But this Bench is of the view that since the objector is

not a Director or a Shareholder of a company or a related party to the company, the objector is not a person who can suffer anything due to this

conversion, hence the objector does not have any locus standi to object this petition of the Petitioner Company.

This Bench having not found any of the circumstances of this case ultra-vires the provisions of the Act or the Rules prescribed to disallow the

conversion of this Company, this Petition is hereby allowed.