COMPANY LAW – PROCEDURAL ASPECT OF CONVERSION A PUBLIC COMPANY INTO A PRIVATE COMPANY
| STEPS | PARTICULARS | CORRESPONDING SECTION/RULES, PROVISIONS AND DOCUMENTS REQUIRED |
| 1 | Issue Notice of Board Meeting |
Section 173(3) of the Act, and Secretarial Standard 1(SS-1) 1. Notice 2. Main agenda of the meeting a. To consider In-principal approval for Conversion of Public Company into Private Company by altering Articles. b. To decide place, date and time for holding Extra Ordinary General Meeting(EGM) for approval of shareholder by way of special resolution for conversion of a public company into a private company by altering by laws of the existing public company. c. To sanction notice of EGM along with an explanatory statement to be annexed with the notice as per Section102 (1) of the Act. d. To authorize Company Secretary/ Director to issue a notice of EGM. e. To authorize Company Secretary in Practice/ practicing Chartered Accountant/ practicing cost accountant to enter an appearance. |
| 2 | Holding of Board Meeting | As per Section 173 and SS-1, pass all the resolutions in the agenda. |
| 3 | Issue Notice of EGM for passing Special Resolution | Sections 100,101, 102 of the Act & Secretarial Standard-2 (SS-2) Send notice along with Explanatory Statement to all Members, Directors and the Auditors of the company accordance with the provisions of Section 101 of the Act. |
| 4 | File E-Form MGT-14 within 30 days from the date of passing a special resolution |
Section117 of the Act, Attachment of E form MGT-14 are as under:- 1. Certified true copy of Special Resolution along with the copy of the Special Resolution. 2. Altered Memorandum of Association. 3. Notice of EGM 4. Any Other Information in Optional Attachment. |
PUBLIC COMPANY INTO A PRIVATE COMPANY : Then a petition to NCLT has to file for order by filling E-form INC 27 to the ROC within 30 days from the date of receiving an order of NCLT, ROC will issue a fresh Incorporation Certificate.
After conversion its duty of the company to intimate about these changes to all the concerned authorities and stakeholders of the company. Further necessary changes in the Documents have to be done on part of the company.
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