CONVERSION OF PUBLIC COMPANY INTO PRIVATE LIMITED COMPANY

STEP-1 NOTICE OF BOARD MEETING

The Company should send notice to hold a Board Meeting to the directors at their respective registered address at least 7 days before the date of Board Meeting is to be held.

STEP -2 HOLD THE BOARD MEETING

The agenda of the Board Meeting held by the company should be getting the approval of the shareholders regarding the following:

• To consider the Conversion of Public Company into the Private Company

• To authorize any Director or Company Secretary for Conversion

• To approve amendments in Memorandum of Association (MOA) and Article of Association (AOA) of the Company

• To set time, date and place for General Meeting and authorize a Director or Company Secretary to send notice of General Meeting to member

• To approve the draft notice along with Explanatory Statement of the general meeting

STEP -3 ISSUE THE NOTICE OF GENERAL MEETING

The Company should send a notice at least 21 days before to conduct General Meeting for getting approval of agenda mentioned in board meeting by passing a special resolution.

STEP-4 HOLDING GENERAL MEETING AND PASSING THE SPECIAL RESOLUTIONS

The Company should hold a General meeting for the approval of Conversion of Public Company into Private Company. The consent for the Alteration in Memorandum of Association (MOA) and Article of Association (AOA) should also be given through a special resolution.

STEP-5 FILE FORM MGT-14 TO ROC

The company should file form MGT-14 within 30 days of passing of the special resolution with the attachment of the following documents:

• Copy of Altered MOA

• Copy of Altered AOA

• Copy of Notice of General Meeting with an explanatory statement

• Copy of passed Special Resolution

• Copy of Board Resolution

STEP-6 NOTICE IN NEWSPAPER

The Company should, at least twenty one days before the date of filing of the application to regional directors:

1. Advertise in the Form No.INC.25A, in a vernacular newspaper in the principal vernacular language in the district and in English newspaper, widely circulated in the State in which the registered office of the company is located,

2. Serve, individual notice on each debenture holder and creditor of the company; and

3. Serve, 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.

STEP-7 DRAFT AN APPLICATION

The applicant should draft the application and it should contain the following information:-

• The date of the Board meeting at which the proposal for alteration of Memorandum and Articles was approved,

• The date of the general meeting at which the proposed alteration was approved,

• Reason for conversion into a private company, effect of conversion on shareholders, creditors, debenture holders, deposit holders and other related parties,

• Details of any conversion made within last five years and outcome thereof along with copy of order,

• Details as to whether the company is registered under section 8.

STEP-8 FILLING OF E-FORM RD-1

An application should be filed in E-Form RD-1 within the 60 days of passing of resolution with Regional Director along with the prescribed fee with following attachments:

1. Signed Copy of Application

2. Draft copy of altered MOA and AOA

3. Copy of the Minutes of the general meeting with details of votes cast in favor and or against with names of objectors.

4. Copy of Board resolution dated not earlier than thirty days authorizing to file application for conversion

5. Scanned & Signed Copy of advertisements as advertised in the Form No.INC.25A.

6. Declaration by any of the Directors that:

   1. The company limits the number of its members to two hundred.

   2. No Deposit has been accepted by the Company in violation of the Act and rules made there under.

   3. No Resolution is pending to be filed

   4. The Company was never listed in any of the Regional Stock Exchanges and if was so listed, all necessary procedures were complied with in full for complete delisting of the shares in accordance with the applicable rules and regulations mentioned by Securities Exchange Board of India.

Other Mandatory Attachments:

1. There shall be attached to the application, a List of Creditors, Debenture Holders, of a date not more than 30 days before the filing of Application with Regional Director, with following details:

   1. Name and Address of every creditor and debenture holder.

   2. Nature and amounts due to them in respect of debts, claims or liabilities.

   3. In respect of any fortuitous or anonymous debt, the value, as far as can be justly estimated of such debt or claim.

2. 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 whom shall be managing director, to the effect that they have made a full enquiry into affairs of the company and, having done so, 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 occurrence or not ascertained are proper estimates of the values of such debts and claims that there are no other debts, or claims against, the company to their knowledge

3. Proof of passing the Notice to all Creditors, Debenture holders, Registrar and other Regulatory Bodies.

STEP 9 OBJECTIONS RECEIVED AGAINST ADVERTISEMENT

If any objection is raised by any person in response to the advertisement or notices mentioned above, the Company shall submit the copy of Objection with the Regional Director. Then the regional director will call the person who raised objection and the Company (any Representative on behalf of the both) for hearing and after giving proper opportunity to being heard, the regional director will take the decision.

STEP 10 FILLING OF COPY OF ORDER IN FORM INC-28

If no any objection were raised, the application submitted should be passed by Regional Director within 30 days from the date of filing of an application. If no order of approval, rejection or resubmission is made by Regional Director within 30 days, the application filed is deemed to be allowed by the Regional Director, and approval order shall be automatically issued to the applicant. The Regional Director when approves the Conversion process, an order for such Conversion will be issued to the applicant.
The order issued by the Regional Director shall be filed by the company with the Registrar in Form No. lNC-28 within fifteen days from the date of receipt of approval along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.