Earlier, for conversion, application was require to be made before NCLT bench and it is quite time consuming process. Now, the said power of approval of conversion has been transferred to Regional Director
Hold the Board meeting as per section 173 and Secretarial standard-1
To take the approval of Directors for the conversion of public Company into Private by altering Articles of Company Subject to approval of Central Government (RD)
To get approval of member to alter the Articles of Company
To fix the date and time of General Meeting and authorize a director to sign the notice of GM
To issue the Notice of General Meeting
Issue Notice of General Meeting [at least 25 days before GM (21+2+2)]
Hold the GM and pass following resolution:
Pass Special resolution to alter the Articles of the company for the conversion from Public Limited to Private Limited
Pass Special resolution to alter the MOA of Company
File form MGT-14 within 30 days from passing of special Resolution
Draft an application in form RD-1 the application shall be filled with Regional director within 60 days from the date of passing of special resolution.
Following documents are required to be accompanied with the petition:
A copy of Minutes of General Meeting for passing of SR
A Copy of altered MOA and AOA
A copy of Board resolution or POA not earlier than 30days authorizing to file RD-1
The following documents are required to be attach in form RD-1:
Declaration in the form of affidavit by KMP :
The company limits the number of its members to 200 and not accepted any deposits in violation of this act and rules made thereunder
The company is not in non-compliance of Section 73, 76A, 177, 178, 185 186 and 188
List of Creditors, debenture holders, drawn upto latest practicable date not more than 30 days preceding the date of filling of application and signed by two directors & Company secretary ,if any, one of whom shall be managing director, if any,
An affidavit signed by signed two directors & Company secretary ,if any, one of whom shall be managing director, if any, to the effect that they have made a full enquiry into the affairs of the company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list is correct and there are no other debts of , or claims against, the company to their knowledge.
At least 21 days before the date of filling of application:
Publish an advertisement in form INC-25A in one English newspaper and one vernacular language news paper widely circulated in the state where the registered office of the company is situated.
At least TWENTY ONE DAYS before the date of filing of the application sent notice by registered post with acknowledgement due, individual notice on each debenture holder and creditor of the company and a notice to the Regional Director and Registrar and to the regulatory body, if the company is regulated under any law for the time being in force.
File form RD-1 within 60 days of passing of Resolution with Regional Director.
If no objection is received in response of advertisement the same may be put up for orders without hearing within 30 days from the date of receipt of application
If RD finds necessary to call for further information he shall intimate within 30 days of filling of application and Company is required to re-submit such application within 15 days in form RD-GNL-5 ( max two re-submissions are allowed)
If RD is not satisfied with information he can reject application within 30 days from the date of application or 30 days from the date of re-submission
If no order for approval/re-submission is made within 30 days from the date of application the it shall be deemed that application stands approved and an approval order shall be automatically issued to applicant.
File from INC-28 within 15 days from the date of receipt of approval.
FORMAT OF NEWSPAPER ADVERTISEMENT
Form No. INC-25A
Advertisement to be published in the newspaper for conversion of public company into a private company
Before the Regional Director
Ministry of Corporate Affairs
In the matter of the Companies Act, 2013, section 14 of Companies Act, 2013 and rule 41 of the Companies (Incorporation) Rules, 2014
ln the matter of M/s……………… (company name) having its registered office at_____________ Applicant
Notice is hereby given to the general public that the company intending to make an application to the Central Government under section 14 of the Companies Act, 2013 read with aforesaid rules and is desirous of converting into a private limited company in terms of the special resolution passed at the Annual General Meeting/ Extra Ordinary General Meeting held on ____________to enable the company to give effect for such conversion.
Any person whose interest is likely to be affected by the proposed change/status of the company may deliver or cause to be delivered or send by registered post of his objections supported by an affidavit stating the nature of his interest and grounds of opposition to the concerned Regional Director (complete address of the Regional Director to be given), within fourteen days from the date of publication of this notice with a copy to the applicant company at its registered office at the address mentioned below:
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