Conversion of Public Limited Company into Private Limited Company By Sarah Bhandari

As per Companies (Incorporation) Fourth Amendment Rules, 2018
Published on 18th December 2018 by this amendment MCA inserted Rule 41
Under section 14 of the Conversion of Public company into Private Company.
Let’s, understand the Procedure through the table below:

Respective Forms

Required Procedure and Attachments

Time Period

Through Notice Served



Hold Board Meeting


Date of Meeting specified in Notice

Through Notice Served


Issue Notice to hold General Meeting

Date of Meeting specified in Notice

MGT 14

Special Resolution shall be passed in general meeting

Within 30 days of passing of Special Resolution  submit Form MGT-14 to ROC

                                                                          e-Form No.RD-1                                                                     

With Documents File RD-1 With Regional Director (Documents Namely)

Within 60 days from the date of passing of Special Resolution  to be field with Regional Director


Altered Memorandum and Article with proposed alteration of Conversion.



    Copy of Minutes of General Meeting and attendance Sheet of General Meeting.



Board Resolution for authorising the conversion dated not earlier than 30 days



     Board Resolution or power of Attorney dated not earlier than 30 days authorising to file application for such conversion



Declaration by KMP/Director that pursuant to the provisions of sub section (68) of section 2 the company limits the number of members to 200 and no deposit has been accepted by the company in violation of the Act and Rules made there under

Within 60 days from the date of passing of Special Resolution to be field with RD


Declaration by a KMP/Director as the case may be that there has been no non-compliance of sections 73 to 76A, 177,178,185,186 and 188



Declaration by KMP/Director as the case may be that no resolution is pending to be field in terms of section 179 (3) and also stating that the company was never listed in any stock exchange and if so listed all necessary procedures were complied with in full for complete delisting of the shares in accordance with the applicable rules and regulations laid down





List of creditors, Debenture holders preceding the date of filing of application by not more than thirty days, setting forth the following details-


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, the value, so far as can be justly estimated of such debt:


Form No.INC 25A

Advertisement in a vernacular newspaper in the principal vernacular language in the district and in English newspaper in English language widely circulated in the state in which the registered office of the company is situated.

 At least 21 days before the filing of the application


Also Serve by registered post with acknowledgement due, individual notice on each debenture holder and creditor of the company.

Where no objection is received from any person in response to the advertisement or notice referred and the application is complete in all respects, the same may be put up for orders without hearing and the concerned RD shall pass an order approving the application within 30 days from the date of receipt of the application.


Served by registered post with acknowledgement due a notice to the RD and Registrar and to the regulatory body, if regulated under any law for the time being in force.


In case the RD on the examination of application seeks more information

Where the Regional Director on examining the application finds it necessary to call for further information or finds such application to be defective or incomplete in any respect, he shall Within 30 days of receiving the application give intimation of such information called for or defects or incompleteness and to resubmit such application within a period of fifteen days

a.       In case where such further information called for has not been provided to the satisfaction of Regional Director within 15 days the Regional Director shall reject the application with reasons within thirty days from the date of filing application or within thirty days from the date of last re-submission made, as the case may be.

b.       Where after satisfying the Regional Director no order for approval or re-submission or rejection has been explicitly made by the Regional Director within the stipulated period of thirty days, it shall be deemed that the application stands approved and an approval order shall be automatically issued to the applicant.


Maximum of two re-submissions shall be allowed

Form No. INC 28

The order conveyed by the Regional Director shall be filed by the company with the Registrar in Form No. INC 28

Within 15 days from the date of receipt of approval along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014


1. The 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 them shall be managing director, where there is one, to the effect that they have made a full enquiry into affairs of the company and have formed an opinion that the list of creditors and debenture holders is correct, and that the estimated value as given in the list of the debts or claims payable on contingency or not ascertained are proper estimates of the value of such debts and claims that there are no other debts or claims against the company to their knowledge.
2. A duly authenticated copy of the list of creditors and debenture holders shall be kept at the registered office of the company and any person desire to inspect the same may, at any time during the ordinary hours of business inspect and take extracts from the same on payment of ten rupees per page to the company.
3. The conversion shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act. However, on completion of such Inquiry, inspection or investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, conversion shall be allowed.
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