CONVERSION FROM PUBLIC TO PRIVATE COMPANY
1. Convene and Hold B.M. for following matters:
- Consider and Approve the proposal for conversion
- To decide Day, Date, Time, Venue of G.M. where Special Resolution is to be passed
- To Approve the notice of G.M.
- To authorize the C.S. or Director to issue the notice of G.M.
2. Issue the Notice of G.M. to all the Members, Auditors and Directors.
3. Hold the G.M. where Special Resolution to be passed in following matters:
- For Alteration of Article for Conversion (For including 3 Restrictions mandatory Pvt. Co.)
- For Alteration of Memorandum(For alter Name Clause)
Aforesaid Copy of Resolutions along with Explanatory stt.( Sec. 102) with Copy of Altered MOA and AOA within 30 days filed with ROC in MGT-14.
4. Application for Conversion within 60 days from passing S.R. in G.M. shall file with R.D. in e-form RD-1 along with following docs:
- Draft Copy of MOA and AOA with proposed Alteration
- Copy of Minutes of G.M.
- Copy of B.R. authorising to file App. For such conversion
- Declaration by KMP that as per Sec. 2(68), limits in no. of members up to 200 and also stating that no deposit has been accepted by Co. in violation of act and rules.
- Declaration by KMP that that there has been no non-compliance of:
1. Section 73 to 76A: Deposits
2. Section 177: Audit Committee
3. Section 178; Nomination and Remuneration Committee
4. Section 185: Loan to Directors
5. Section 186: Inter Corporate Loans and Investments
6. Section 188: Related Party Transactions
- Declaration by KMP that no resolution is pending to be filed as per Sec. 179(3). & also stating that co. was never listed in any of the Regional ST. X.
- Date of the B.M. at which proposal for alteration of MOA and AOA was approved
- Date of the G.M. at which proposal for alteration of MOA and AOA was approved
- Reason for conversion and effect of such conversion on SH’s, Creditors, Debenture holders, deposit holders and other related parties
- Details of any conversion along with copy of order (if) made within last 5 years
- Details as to whether the Co. is Section 8 Co.
- List of creditors, debenture holders preceding the date of app. of not more than 30 days.
5. Company shall atleast 21 days before the date of filing app., Application:
- Advertise in Form No. INC-25 A in vernacular newspaper in the principal vernacular language in the district and also in English language in an English newspaper widely circulated in the state where Regd. Office of the company situated
- Serve by Regd. Post with acknowledgement due, individual notice on each debenture holder and creditor of Co.
- Serve by regd. Post with acknowledgment due, notice to R.D. and ROC and any other regulatory authority if co. is regulated under any other law
6. Where No Objection received from any person in response to aforementioned Advt. and app. is complete, then advt. put up for orders without hearing and R.D. shall pass order for approve the app. within 30 days from date of receipt of app.
If any observation in respect of above article, mention your views in comment section.