Article explains Applicable provision for Conversion of a Public Limited Company into a Private Limited, E-Forms for Conversion of a Public Company into a Private company , Procedure for Conversion of a Public Limited Company into a Private Limited and Steps to be taken after Conversion of a Public Limited Company into a Private Limited under Companies Act, 2013 read with Companies (Incorporation) Rules, 2014).
A. Applicable provision for Conversion of a Public Limited Company into a Private Limited
Section 13 of Companies Act 2013: For alteration in MOA, Section 14: For alteration in AOA, Rule 41 of Companies (Incorporation) Rules, 2014)
B. E-Forms for Conversion of a Public Limited Company into a Private Limited
1. Form MGT 14: To file Special Resolution.
2. Form RD-1: Application of Conversion
3. Form RD-GNL-5: To file re-submissions (if)
4. Form INC-28: To file copy of Order
C. Procedure for Conversion of a Public Limited Company into a Private Limited
a. Calling of Board Meeting
1. discuss and approve the agenda of conversion
2. approve the alteration of Memorandum and Articles and to recommend the same for approval of Shareholders.
3. fix the date, time and place of general meeting of Shareholder.
4. approve the draft notice along with Explanatory Statement of the general meeting and to authorise CS or any other person to issue the Notice of General Meeting
b. Holding of General Meeting and pass the SR
1. Approve the conversion of Public Company into Private Company
2. Approve the Alteration of MOA of Company and comply with the provisions of Section 2(68)
3. Approve the Alteration of AOA
c. ROC Form filing
1. Form MGT-14 within 30 days of passing of SR
2. Attachments of Form MGT-14
3. Certified true copy of the Resolution passed with Explanatory Statement.
4. A Signed Copy of Notice of the General Meeting with all annexures
5. Signed and Stamped Altered copy of MOA and AOA
d. Draft an application to be filed to RD
1. Within 60 days from the date of passing of special resolution- e-Form No. RD-l
2. Particulars shall be set out in the Application:
3. draft copy of MOA and AOA , with proposed alteration
4. copy of the minutes of the general meeting
e. copy of BR or Power of Attorney dated not earlier than thirty days, as the case may be, authorising to file application for such conversion
f. declaration by a key managerial personnel:
1. company limits the number of its members to 200
2. NO DEPOSIT has been accepted by the Company in violation of the Act and rules made there under.
3. NO NON-COMPLIANCE of sections 73 to 76A, 177, 178, 185, 186 and 188 of the Act and rules made there under.
4. NO RESOLUTION is pending to be filed in terms of sub-section (3) of section 179 and
5. Company was never listed in any of the Regional Stock Exchanges
g. Other Mandatory Attachments:
1. List of creditors, debenture holders, of a date NOT MORE THAN 30 days before the filing of Application with Regional Director, SETTING FORTH THE FOLLOWING DETAILS:
2. Name and Address of every creditor and debenture holder.
3. Nature and amounts due to them in respect of debts, claims or liabilities
4. In respect of any contingent or unascertained debt, the value, so far as can be justly estimated of such debt or claim.
5. An AFFIDAVIT, signed by the CS of the Company, if any, and not less than two directors of the company, one of whom shall be MD 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 contingency 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
6. Proof of Serving the Notice to all Creditors, Debenture holders, Registrar and other Regulatory Bodies.
h. Newspaper Advertisement: 21 days before the date of filing of the application to RD in the Form No. INC-25Ae. in a vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper widely circulated in the State in which the registered office of the company is situated.
i. Notice to Stakeholders: 21 days before the date of filing of the application to RD, 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.
j. Approval of RD:
|In case application objected||In case approval accepted|
|-An intimation to the defective application shall be received by RD within 30 Days from receipt of application directing to rectify the defects||-RD shall pass an order approving the application within thirty days from the date of receipt of the application or the date of last resubmission made, as the case may be.|
|-To rectify defects e-Form No. RD-GNL-5. Shall be filled within 15 days of objection received *Maximum 2 re-submission allowed*||-Obtain certified copies of the order of RD -File E-form INC-28with ROC within 30 days of confirmation of shifting by Regional Director along with certified copy of the order of Regional Director.|
D. Steps after Conversion of a Public Limited Company into a Private Limited
1. Use the copy of altered Memorandum and Articles of the Company.
2. Make all requisite changes in the signboards, Letter heads, Books Rubber Stamps, Bill Books, Common Seal, visiting cards and other documents and items.
3. Make the changes in PAN, TAN, GST Portal, Bank Accounts.
4. Intimate the changes to Banks, Income Tax Department, PF Department, ESI Department and all other departments.