Procedure for Conversion of an unlisted Public Company into a Private Company By CS Harleen Kaur

[As per the Companies Act, 2013 and NCLT Rules, 2016]

1)  Convene a Board Meeting

(Pass Board resolution)- Issue notice in accordance with the provisions of section 173(3) of the Companies Act, 2013, for in-principal approval of Directors for conversion of a Public company into a Private company by altering the MOA &  AOA;

[Any alteration in the Articles of Association of the Company having the effect of Conversion of Public Company to a Private Company shall not have effect except with the approval of NCLT.]

2) Convene a General Meeting-
Issue Notice of the General meeting to  all  Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013:

  1. Special Resolution to get shareholders’ approval;
  2. Approval of Alteration in MOA & AOA;
  3. File E-Form MGT-14 within 30 days of passing special
3) A petition to the Tribunal (NCLT) in Form No. NCLT- 1 for  conversion  of the public company into a private company shall be filed not less than 3 months of passing a special resolution;

4) The company shall at least 14 days before the date fixed for hearing:

  1. Advertise the petition (as per Rule 35 of NCLT Rules, 2016) in Form NCLT- 3A at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and at least once in English newspaper circulating in that district. The advertisement may also be placed on the website of the company if any.
  2. Serve, by registered post with acknowledgment due, individual notice in Form NCLT No- 3B on each debenture-holder and creditor of the company;
  3. Serve, by registered post with acknowledgment due, a notice together with the copy of the petition to the CG, ROC and to the regulatory body, if the company is regulated under any other
5) Then Tribunal after considering the objection of any person, if satisfied, may pass an order for approval of

6) File E-Form INC-27 within 15 days of receipt of the order of NCLT to ROC;

7) Receive Fresh Certificate of Incorporation by Registrar;

8) Post Conversion: Intimate to all concerned authorities, arrangement of new PAN, update bank Accounts details, new stationery like new letterhead, new rubber stamps etc.

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