• The company shall not be listed on any recognized stock exchange.
• In case of a listed company, it will have to wait for atleast one year after its delisting
• DIN (Director Identification Number) for all the Directors
• DSC (Digital Signature Certificate) for one of the Directors
Steps in Conversion of a Public Limited Company into a Private Limited Company
Step No. / Steps / Timeframe
(Working days) / Processing
1 / Board Meeting / 1 / • / For consideration of the proposal of conversion of the Public company into a Private company.
2 / Notice of General meeting / 21 / • / Give 21 days' clear notice for the General Meeting proposing the Special Resolutions with suitable Explanatory Statement.
3 / Filing of Special Resolution with RoC / 1 / •
•
• / File Form No. 23 within 30 days of passing of the resolution
Attachments:
Special Resolution and the Explanatory Statement
Memorandum and Articles (before and after alteration)
4 / Publish Newspaper Notice for conversion of the Company / 2 / •
•
/ In two widely circulated dailies of the State where the Regd. Office of the company is situated.
In two widely circulated dailies of the State where the Regd. Office of the company is situated.
5 / Application to the Central Government / 25 / •
•
•
•
•
•
•
•
•
•
•
•
•
•
• / File Form 1B with the RoC
Attachments:
Notice of extra-ordinary general meeting
Minutes of extra-ordinary general meeting
Copy of special resolution
Copy of newspaper advertisement.
Affidavit that the company is not listed on any stock exchange.
Reference number, date of passing and date of filing the e-Form 23.
Payment of requisite application fee.
One copy each of the annual reports for the last three financial years.
Copy of the last annual return.
Altered Memorandum and Articles of Association.
No objection letters from major unsecured and all secured creditors supported by an Affidavit.
Reasons for conversion.
Terms of appointment of all managerial personnel.
Power of attorney in favour of the authorised representative.
On receipt of application, the Registrar of Companies (ROC) shall examine:-
• Whether the interest of the public and particularly that of the creditors will be adversely affected?
• Whether the company is listed?
• Capital contribution by members.
• Whether e-Form 23 has been passed and taken on record?
• Whether the reasons for conversion are just and sufficient?
• How many members voted for the resolution?
• Whether any complaint against the company is pending?
• Whether any show cause letter has been issued to the company or its Directors?
• If there is any objection from members and creditors.
If the ROC approves the application, he refers it to Technical Section and Prosecution Section for their report.
The Technical Section reports on whether the relevant e-Form23 and the last years annual report and annual return has been filed and passed/taken on record.
The Prosecution Section reports on whether any complaint is pending from anybody against the company. If during the scrutiny any adverse point arises, that has to be looked into and the authorised representative should take the initiative to make good the default or defect.
Issue of fresh Certificate of Incorporation
If the reports are satisfactory, the ROC will issue a letter granting its approval for conversion of a public company into a private company. The concerned ROC then issues fresh certificate of incorporation consequent upon change of name after conversion of the company from 'Public Company' to 'Private Company'.
Draft Board Resolution
MINUTES OF THE MEETING OF ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………….
DIRECTORS PRESENT:
ITEM-I
PROCEDURAL MATTERS:
Quorum being present
Chairman:
Confirmation of Minutes of the last Board Meeting:
ITEM-II
CONVERSION OF COMPANY INTO PRIVATE COMPANY:
The Chairman apprised the Board that after the incorporation of the company as a private company vide Certificate of Incorporation dated………………………, the Directors had the intention to get the companyconverted into a public limited company because the activities of the company have increased manifold and accordingly the status of the company was converted to limited company vide fresh certificate of incorporation…………………………….
The Chairman further apprised the members that the Company was originally incorporated with a view to undertake business as owners, builders, developers, promoters, proprietors, civil contractors other related activities thereto at a larger scale. However, in view of continued depressive capital/ financial market conditions the Company could hardly do any business in this line. Therefore, thought it prudent to abandon the said activities. Further, the Company being a closely held public company and the marginal shareholding being held by the family members and associate companies, the company find it difficult to comply with various provisions of public company, unnecessarily being applicable to the Company. In view of the above it was proposed that the Company be converted into private company.
The Board discussed the matters stated below andthereafter passed the resolution accordingly.
CONVERSION OF COMPANY INTO PRIVATE LIMITED COMPANY AND CONSEQUENTAL ALTERATIONS IN ARTICLES OF ASSOCIATION OF THE COMPANY.
“RESOLVED THAT pursuant to proviso to sub-section (1) of section 31 of the Companies Act, 1956, and subject to approval of the shareholders, the company be converted into a private company.
RESOLVED FURTHER THATthe Articles of Association of the Company as printed and submitted to the meeting and for the purpose of identification signed by the Chairman thereof be and same is hereby approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion of all existing Articles thereof.”
CHANGE IN THE NAME OF THE COMPANY BY SUBSTITUTING THEWORD “LIMITED” WITH “PRIVATELIMITED”:
“RESOLVED THATpursuant to the proviso to section 21 of the Companies Act, 1956, and subject to approval of the shareholders, the name of the company be changed from………………………..TO………………and the name clause in the memorandum and articles of association of the company be also accordingly altered.”
ALTERATION IN THE MEMORANDUM OF THE COMPANY:
“RESOLVED THAT pursuant to section 16 of the Companies Act 1956, and subject to approval of the shareholders,Clause I of the memorandum of association of the company be altered by substituting the same with the following:
“ClauseI. the name of the company is…………………………”
ITEM-III
CONVENING OF EXTRA ORDINARY GENERAL MEETING AND APPROVAL OF NOTICE THEREOF:
It was informed to the Board that in order to give effect to the proposal at Item No.,2 above the approval of the members would be required. The Board discussed and thereafter passed the following resolution:
“RESOLVED THAT an Extra Ordinary General Meeting of the Shareholders be convened and a draft notice as placed before the Board and duly initialed by the Chairman for the purpose of authentication be and is hereby approved.
RESOLVED FURTHER THAT Shri………………………, Director be and is hereby authorized to fix the date, time & venue of the said meeting and issue notice to the members and others entitled to receive the same.
RESOLVED FURTHER THAT Shri…………………….., Director of the Company be and is hereby authorised to make an application in Form-IB as prescribed in the Companies (Central Government’s) General Rules and Forms, 1956 alongwith the prescribed enclosures and the fee, to the concerned Registrar of Companies, for alteration of the articles of the company, for obtaining Central Government approval of the alteration of the Articles of the company.”
VOTE OF THANKS:
There being no other business to transact, the meeting ended with a vote of thanks to the chair.
DATE :
PLACE: CHAIRMAN
NOTICE IS HEREBY GIVEN THAT AN EXTRAORDINARY GENERAL
SPECIAL BUSINESS:
ITEM-1
CONVERSION OF COMPANY INTO PRIVATE LIMITED COMPANY AND CONSEQUENTAL ALTERATIONS IN ARTICLES OF ASSOCIATION OF THE COMPANY.
“RESOLVED THAT pursuant to proviso to sub-section (1) of section 31 of the Companies Act, 1956 and subject to approval of the shareholders, the company be converted into a private company.
RESOLVED FURTHER THAT the Articles of Association of the Company as printed and submitted to the meeting and for the purpose of identification signed by the Chairman thereof be and same is hereby approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion of all existing Articles thereof.”
ITEM-II
CHANGE IN THE NAME OF THE COMPANY BY SUBSTITUTING THEWORD “LIMITED” WITH “PRIVATE LIMITED”:
“RESOLVED THATpursuant to the proviso to section 21 of the Companies Act, 1956, and subject to approval of the shareholders, the name of the company be changed from …………………………….Limited and the name clause in the memorandum and articles of association of the company be also accordingly altered.”
ITEM-III
ALTERATION IN THE MEMORANDUM OF THE COMPANY:
“RESOLVED THAT pursuant to section 16 of the Companies Act, 1956,and subject to approval of the shareholders, Clause I of the memorandum of association of the company be altered by substituting the same with the following:
“ClauseI. the name of the company is …………………………”
By order of the Board
(…………………..)
Director
NOTE:
1.A MEMBER IS ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE MEMBER OF THE COMPANY. THE PROXY FORMS, IN ORDER TO BE VALID MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. PROXY FORM IS ENCLOSED HEREWITH.
2.EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 IS ATTACHED HERE WITH
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956.
ITEM-I
The Company was originally incorporated with a view to undertake business as owners, builders, developers, promoters, proprietors, civil contractors other related activities thereto at a larger scale. However, in view of continued depressive capital/ financial market conditions the Company could hardly do any business in this line. Therefore, thought it prudent to abandon the said activities. Further, the Company being a closely held public company and the marginal shareholding being held by the family members and associate companies. The company find it difficult to comply with various provisions of public company, unnecessarily being applicable to the Company. In view of the above it was proposed that the Company be converted into private company.
The Board of the Directors of the Company, at its meeting held on…………………. resolved to convert the company into a private company.
Therefore, the proposed resolution for conversion of the Company into a private company.
A copy of the memorandum and articles of association of the company together with the proposed alteration is available for inspection at the registered office of the company during the business hours on any working day.
None of the directors is concerned or interested in the proposed resolution.
ITEM-II
The Board of Directors of the company had, at its meeting held on…………………resolved that consequent upon conversion of the company from Public limited to Private limited, the name of the Company be changed from…………………………. Limited.
Therefore, the proposed resolution for Change of the name of the company.
None of the directors is concerned or interested in the proposed resolution.
ITEM-III
The Board of Directors of the company had, at its meeting held on………………….. resolved that consequent upon conversion of the company from Public limited to Private limited, the Clause I of the memorandum of association of the company be substituted with “the name of the company is……………………..”.
Hence the proposed resolution is recommended for approval by the members.
None of the directors is concerned or interested in the proposed resolution.
MINUTES OF THE EXTRA ORDINARY GENERAL MEETING OF ======
1. CHAIRMAN :
2. QUORUM:
3. NOTICE OF THE MEETING:
4.CONVERSION OF COMPANY INTO PRIVATE COMPANY:
The Chairman apprised the members that the Company was originally incorporated with a view to undertake business as owners, builders, developers, promoters, proprietors, civil contractors other related activities thereto at a larger scale. However, in view of continued depressive capital/ financial market conditions the Company could hardly do any business in this line. Therefore, thought it prudent to abandon the said activities. Further, the Company being a closely held public company and the marginal shareholding being held by the family members and associate companies. The company find it difficult to comply with various provisions of public company, unnecessarily being applicable to the Company. In view of the above it was proposed that the Company be converted into private company.
The matter was discussed and thereafter following resolution was passed as:
1.SPECIAL RESOLUTION:
Proposed By: Shri
Seconded By: Shri
“RESOLVED THATsubject to the sanction of the Central Government, and pursuant to proviso to sub-section (1) of section 31 of the Companies Act, 1956, the company be converted into a private company.
RESOLVED FURTHER THAT the Articles of Association of the Company as printed and submitted to the meeting and for the purpose of identification signed by the Chairman thereof be and same is hereby approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion of all existing Articles thereof.”
When being put to vote the motions were carried unanimously.
2.SPECIAL RESOLUTION:
Proposed By:
Seconded By:
“RESOLVED THATsubject to the sanction of the Central Government and pursuant to the proviso to section 21 of the Companies Act, 1956, the name of the company be changed from……………………..Limited and the name clause in the memorandum and articles of association of the company be also accordingly altered.”
When being put to vote the motions were carried unanimously.
3.SPECIAL RESOLUTION:
Proposed By:
Seconded By:
“RESOLVED THAT pursuant to section 16 of the Companies Act, 1956, Clause I of the memorandum of association of the company be altered by substituting the same with the following:
“ClauseI. the name of the company is………………….. Limited”
When being put to vote the motions were carried unanimously.
5. VOTE OF THANKS:
There being no other business to transact, the meeting ended with a vote of thanks to the chair.
DATE :
PLACE : CHAIRMAN