Private company to Public company

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Private company to Public company Registration in Jaipur

 

As per the rule 41 of Companies (Incorporation) Rules, 2014 and section 13 & 14 of the Companies Act,2013 an application for the Conversion of A public Limited Company into a private Limited Company can be made to the Regional Director. Earlier the application is processed by NCLT which was extremely time-consuming process.

Section Applicable

 

The legal provisions associated with conversion are given in section 14 of the Companies Act, 2013 read with rule 41 of Companies (Incorporation) Rules, 2014, as amended. As per section 14 of the Companies Act, 2013 a public company may convert itself into a non-public company by taking approval of members by way of passing a special resolution within the General Meeting and by taking the approval of Central Government on an application made in such form and manner as could also be prescribed.

  1. Alteration of Memorandum of Association
  2. Alteration of Articles of Association
  3. Application under section 14 for the conversion of a public company into a Private company.

 

Procedure

  • Step 1 

    Issue 7 days’ Notice to the board members for convening of Board Meeting. for approving items listed in step

  • Step 2

    Hold Board meeting as per section 173 and SS-1 for the approval of below-mentioned items:

    1. To think about the proposal of conversion of a public company into a Private company
    2. To approve the amendment of articles of association of the corporate subject to the approval of members by way of Special Resolutions in Extra ordinary general Meeting and Regional Director
    3. To authorize the director or the other eligible person on behalf of the corporate to try to to all acts as deem necessary for the aim of giving effect to the proposal of conversion of a public company into a private company
    4. To authorize any practicing professional to enter an appearance before Regional Director for the aforesaid conversion
    5. To fix the date, time and venue of Extra Ordinary General Meeting and authorize a director or company secretary to send the 21 days clear notice of Meeting to the members
  • Step 3 

    Company to send notice to members as per section 101 and SS-2 for convening General Meeting for approving items by way of special resolution for items listed in step 4.

  • Step 4

    Company to duly convene and conduct General meeting for approving the conversion of a public company into a personal company and thereby approving alteration in memorandum and articles of association of the corporate under the provisions of Companies Act, 2013.

  • Step 5

    Company to file e-form MGT-14 pursuant to section 117 of the businesses Act, 2013 within thirty (30) days of passing the special resolution along side following documents as an attachment:

    1. Certified True Copy (CTC) of Special Resolution passed generally Meeting
    2. CTC of Notice alongside Explanatory Statement to the Notice of Meeting
    3. CTC of altered Memorandum of Associations (MOA)
    4. CTC of altered Articles of Associations (AOA)
  • Step 6

    Drafting of Application for conversion of public Ltd. into a private Ltd. by beginning the subsequent particulars as needed under rule 41(2) of Companies (Incorporation) Rules, 2014, as amended:

    1. the date of the committee meeting at which the proposal for the alteration of Memorandum and Articles was approved
    2. the date of the overall meeting at which the proposed alteration was approved
    3. reason* for conversion into a personal company, the effect of such conversion on shareholders, creditors, debenture holders, deposit holders, and other related parties
  • Step 7

    Preparation of List of Creditors:

    1. The names and address of each creditor and debenture holder of the company
    2. The nature and respective amounts thanks to them in respect of debts, claims or liabilities
    3. In respect of any contingent or unascertained debt, the value, thus far as are often justly estimated of such debt
    4. Affidavit verifying List of Creditors:
  • Step 8

    Advertisement of application in Form INC. 25A a minimum of 21 days before the date of filing of the appliance in:

    1. Vernacular Newspaper within the principal vernacular language of the district during which the registered office of the corporate is situated
    2. English in an English Newspaper (Widely circulated within the state during which the registered office of the corporate is situated)
  • Step 9

    Notice to Creditors:

  • Step 10

    Notice to Regional Director, Registrar of Companies and other regulatory Body:

  • Step 11

    Filling of Application with Registrar of Companies in e-form GNL-1: it's advisable to submit a replica of the appliance for conversion to concerned ROC.

  • Step 12

    Filling of Application for conversion with Regional Director in e-form RD-1:

    1. a draft of Memorandum of Association and Articles of Association, with proposed alterations including the alterations pursuant to clause (68) of section 2
    2. a copy of the minutes of the overall meeting at which the special resolution authorizing such alteration was passed along side details of votes cast in favor and or against with names of dissenters
    3. a copy of Board resolution or Power of Attorney dated not before thirty days, because the case could also be , authorizing to file an application for such conversion
    4. declaration by key managerial personnel that pursuant to the provisions of clause (68) of section 2, the corporate limits the amount of its members to 2 hundred and also stating that no deposit has been accepted by the corporate in violation of the Act and rules made thereunder
    5. declaration by key managerial personnel that there has been no non-compliance of sections 73 to 76A, 177, 178, 185, 186 and 188 of the Act and rules made thereunder
    6. declaration by key managerial personnel that no resolution is pending to be filed in terms of sub-section (3) of section 179
    7. declaration by a key managerial personnel stating that the corporate was never listed in any of the Regional Stock Exchanges and if was so listed, all necessary procedures were complied with fully for complete delisting of the shares in accordance with the applicable rules and regulations laid down by Securities Exchange Board of India: list of creditors and debenture holders
    8. list of creditors and debenture holders
    9. affidavit verifying list of creditors and debenture holders
    10. certified true copy of the notice calling a general meeting of the members of the company
    11. certified true copy of the minutes and attendance sheet for the overall meeting of the members of the company
  • Step 13

    The Regional Director will make an order approving the conversion on such terms and conditions, if any, as it thinks fit.

  • Step 14

    Obtain certified copy of order approving conversion of public company into private company and file e-form INC-28 with the Registrar of Companies within 15 days from the date of receipt of approval.

 

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