Format of Petition to RD for Conversion of Public Company into Private Company

CS UMESH KUMAR 12 Jul 2023 7,095 Views 0 comment Print Company Law | Articles

This article presents a detailed format for a petition seeking the conversion of a public company into a private company under Section 14(1)(b) of the Companies Act, 2013. The petition outlines the reasons for the conversion, provides particulars of the petitioner company, and highlights the proposed alterations to the Memorandum and Articles of Association. It also includes relevant affidavits, notices, resolutions, and supporting documents.

The format covers the background, jurisdiction, limitations, and facts of the case, including the initial incorporation as a public company and the absence of public funds. It further explains the proposal for conversion, the approval process, and the publication of general notices. The document includes details of the petitioner company, such as its registered office, authorized capital, main objects, and financial information. Additionally, it addresses the absence of pending litigation, future liabilities, and the rights and interests of shareholders and creditors.

By following the prescribed format and fulfilling the necessary requirements, a public company can convert into a private company, benefiting from simplified formalities and privileges available to private limited companies. The petition seeks the confirmation of the alteration of the Memorandum and Articles of Association, facilitating a smooth transition while safeguarding the interests of stakeholders.

Conversion of Public Company into Private Company

Format of Petition to Regional Director (RD) for Conversion of Public Company into Private Company

CONVERSION OF PUBLIC COMPANY INTO PRIVATE COMPANY

ORIGINAL PETITION NO……………. OF 2023
BEFORE THE REGIONAL DIRECTOR,
NORTHERN REGION
IN THE MATTER OF THE COMPANIES ACT, 2013
SECTION 14(1)(b)
AND
IN THE MATTER OF
___________________________LIMITED

(A Company incorporated under the provisions of the Companies Act, 1956) having its Registered Office at ________________

………Petitioner

ORIGINAL PETITION NO……………. OF 2023

BEFORE THE REGIONAL DIRECTOR, NORTHERN REGION
IN THE MATTER OF THE COMPANIES ACT, 2013
SECTION 14(1) (b)
AND
IN THE MATTER OF “____________________________ LIMITED”

(A Company incorporated under the provisions of the Companies Act, 1956) having its Registered Office at ________________

………Petitioner

THE HUMBLE PETITION OF THE PETITIONER MOST RESPECTFULLY SHOWETH:

1. Particulars of the Petitioner Company are as under:

(a) NAME OF THE PETITIONER COMPANY: _______________________ Limited.

(b) STATUS & INCORPORATION:

The Company was incorporated as a Limited Company on the _________________ in the name of ________________LIMITED under the provisions of Companies Act, 1956. The Corporate Identification Number (CIN) of the Company is ____________________.

(c) REGISTERED OFFICE:

The Registered office of the Petitioner Company is presently situated at ___________________________.

(d) AUTHORIZED, ISSUED, SUBSCRIBED & PAID UP CAPITAL:

As on the date of filing of Petition the Authorized Share Capital of the Company is Rs.____________/- (Rupees _____________) divided into ______________ (___________) Equity Shares of Rs. 100/- (Rupees Hundred) each. The Issued, Subscribed and Paid up Capital of the Company is Rs.________________/- (Rupees ________________ Only) divided into ___________ (______________) Equity Shares of Rs. 100/- (Rupees Hundred) each.

(e) MAIN OBJECTS OF THE PETITIONER COMPANY ARE:

1. To carry on the business of manufacture and sale __________________________________________ of all kinds and descriptions.

2. To___________________________________________________________________________of all kinds and descriptions.

3. To act as owners of _____________________________ _________________________________ for the manufacture of the aforesaid products.

4. To carry on the business of purchase and sale of __________________________and any other kind of _________________ all kinds and descriptions.

5. To purchase such land, buildings, plant and machinery, other fixed assets, stocks stores, other assets and liabilities, pending contracts, licenses, quotas and other rights as may be agreed upon between the present owners and the Directors of the Company.

6. To take over the existing business of __________ for manufacture of ___________________ all kinds and descriptions.

7. To carry on the business of lessees of ___________________ for manufacture of _________________________.

8. To carry on the business of __________ and _________ plant.

9. To carry on the business as manufacturers of and dealers in and act as agents for __________________ and substances, products and materials.

10. To carry on the business of extracting ___________ either by crushing or by chemical or any other process from ________________________substance and to manufacture, export, import and deal in and act as agents for _________and all kinds of preparations and _____ products and bye-products including _____________ etc. and act as tallow merchants and ____________ merchants.

11. To carry on the business of seed and _____________________ products, manufacturers of and dealers in and act as agent for ________________ and all kinds of ___ preparations and ___ products.

12. To subscribe, take or otherwise acquire and hold and sell, shares, stocks, debentures, or other interest in any other Company.

A certified true copy of Draft Memorandum and Article of Association of the Company along with Certificate of Incorporation is annexed and marked as “Annexure-A”.

2. PARTICULARS OF THE RESPONDENT:

There is no respondent.

3. JURISDICTION OF THE BENCH:

The registered office of the company is situated at ______________________, the Petitioner hereby declares that the Regional Director, Northern Region, New Delhi has the jurisdiction to try and entertain the present petition.

4. LIMITATIONS: –

The petition is for conversion of public company into private company under section 14 of the Companies Act, 2013. The Company further declares that the present petition is filed within the limitation provided by Law.

5. FACTS OF THE CASE: –

(a) The Company is registered under the Companies Act, 1956 in the National Capital Territory of Delhi.

(b) Initially the Company was incorporated as a Public Company in ____ till date no public funds has been invested in the company and all funds invested in the Equity paid up capital of the company, as on date of filing of Application, were made by the promoters and their relatives of the company.

(c) It has been proposed to convert the company into private company. Since, there is no involvement of public in the Shareholding or the Management of the Company, it would be appropriate to convert the Company into the Private Limited Company to avoid unnecessary formalities and to obtain privileges which are available to private limited Companies which would help the management to carry out its affairs effectively.

(d) That the Petitioner Company held the Board Meeting dated ____________ vide Notice dated ______________ for the purpose of approval for conversion of Company from Public Limited to Private Limited and for other agendas as mentioned in the Notice dated _____________. The Copy of the Notice dated _____________ for calling the Board Meeting dated ______________ is annexed and marked as “Annexure-B”. Further, the Certified Copy of the Board Meeting Resolution dated ____________ along with the Attendance Sheet is annexed and marked as “Annexure-C”.

(e) The Petitioner Company by a Notice dated _______ convened its Extra Ordinary General Meeting on _______. The Petitioner Company as a first step in the implementation of its objective proposes to amend its Articles of Association to enable it to convert public company into private company. The proposal to amend the Articles of Association of the Company has been approved by the Shareholders at the Extra Ordinary General Meeting of the Company held on ___________ by passing the following resolution as the Special Resolution: –

“RESOLVED THAT pursuant to the provisions of section 14 of the Companies Act, 2013 and other applicable provisions, if any and subject to the approval of Regional Director, Northern Region, the consent of the members of the Company be and is hereby accorded to convert the Company from “Public Limited” to “Private Limited” and consequently the name of the Company be changed from “____________________Limited” to “__________________Private Limited” by inserting the word “Private” before the word “Limited”.

RESOLVED FURTHER THAT the Articles of Association of the Company be and are hereby altered to be in conformity with the provisions of the Act relating to private limited company by inserting the restrictions and limitations as per Section 2(68) of the Act, which are required to be included in the articles of a private company under this Act and also adopt the new set of Articles of Association as per the Act.”

RESOLVED FURTHER THAT the Director(s) of the Company be and is hereby authorized jointly and/or severally to sign and file the relevant petition, application, affidavits and such other documents as may be necessary in relation to the said change.”

(f) A Copy of Notice dated ______________ of Extraordinary General Meeting held on _____________ for passing Special Resolution alongwith proof of dispatch be and is hereby annexed and marked as “Annexure-D”, The certified copy of Special Resolution for Conversion of Public Company into Private Company be and is hereby annexed and marked as “Annexure-E” and the Minutes of the Extraordinary General Meeting of the Company held on __________ along with the Attendance Sheet be and is hereby annexed and marked as “Annexure-F” are enclosed herewith.

(g) The Petitioner Company had filed Form MGT-14 for the same on ______________vide SRN ___________A certified true copy of Form MGT-14 alongwith Challan be and is hereby annexed and marked as “Annexure-G”.

6. The Petition is for Conversion of Public Company into Private Company, under Section 14(1)(b) of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 or any amendment or modification thereof and in relation thereto the following procedures mentioned herein below:

(a) In pursuance of Rule 41 of Companies (Incorporation) Rules, 2014, the company has published the General Notices on __________ in newspapers viz; “Times of India” an English daily and in “Punjab Kesari” a Hindi daily. (Copy of the newspaper advertisements be and are hereby annexed and marked as “Annexure-H” and “Annexure-I”, respectively.

(a) As per the books and records of the company, total amount due as Secured Loan, Unsecured Loan and Creditors is Rs. ________________ (Rupee___________ Only). Further, a list of Creditors and Debenture holders dated ________________ along with Auditor Certificate is annexed and marked as “Annexure-J”.

(b) The affidavits verifying the list of creditors by the Directors of the Company be and is hereby annexed and marked as “Annexure – K”.

(c) In pursuance of Rule 41 of Companies (Incorporation) Rules, 2014, the company has serve, by registered post with acknowledgement due, individual notice(s), to the effect set out in above clause on each creditor of the company.

(d) The proof of dispatch of Notice to the Creditors, Regional Director and Registrar of Companies of NCT of Delhi & Haryana asking for their Objections with respect to the proposed conversion of the Company be and is hereby annexed and marked as “Annexure – L”.

(e) Affidavit proving Publication, Dispatch & Service of Notice to the creditors and Registrar of Companies of NCT of Delhi & Haryana be and is hereby annexed and marked as “Annexure –M”.

(f) Affidavit verifying the petition and compliance of the Act and Rules of the Companies Act, 2013 in the proposed conversion of public company into private company be and is hereby enclosed and marked as “Annexure –N”.

(g) Powers of Attorney authorizing ____________, a practicing Company Secretary having Membership No. __________, to appear before the Hon’ble Regional Director, Northern Region be and is hereby annexed and marked as “Annexure – O”.

(h) Certified true copy of Audited Balance Sheet along with Auditor Report for the Financial Year ended 31^st March, 202_ be and is hereby annexed and marked as “Annexure – P”.

(i) An Affidavit by the Director of the Company that pursuant to the provisions of sub-section (68) of section 2, the company limits the number of its members to two hundred and also stating that no deposit has been accepted by the company in violation of the Act and rules made thereunder, is annexed and marked as “Annexure-Q”.

(j) A Declaration by the Director of the Company that no resolution is pending to be filed in terms of sub-section (3) of section 179 and also stating that the company was never listed in any of the Regional Stock Exchanges, is annexed and marked as “Annexure-S”.

(k) An Affidavit for no litigation pending before any court and the Company is not required to obtain any license or approval from any government authority or statutory/regulatory body, is annexed and marked as “Annexure-T”.

(l) An Affidavit for no future liabilities, dues are pending before any government/statutory body, is annexed and marked as “Annexure-U”.

(m) In the premises, the company states and submits that the Hon’ble Regional Director, Northern Region, may be pleased to allow Conversion of Public Company into Private Company.

(n) The present application would not in any manner prejudicially affect the rights and interest of shareholders and creditors of the company.

(o) In the facts and circumstances of the instant case, it is just and equitable that the company shall be allowed Conversion of Public Company into Private Company as prayed for.

(p) The Company is neither registered under section 8 of the Companies Act, 2013 as on the date of filing of Application and nor was holding any License under section 8 of the Companies Act, 2013 since its incorporation.

(q) There was nil effect on the shareholders, creditors and other related parties of the company. As the proposed conversion would not affect the legal status of all the stakeholders of the company. Further, their interest will not be changed after the said conversion. This petition is made confide and in the interest of justice.

7. JUSTIFICATION

The reasons for seeking the Alteration having the effect of Conversion of Public Company into Private Company in Articles of Association of the company are as under:

(i) The Company was incorporated as a public company for accessing public funds for the expansion of business but till date no public funds has been invested in the company and all funds invested in the Equity paid up capital of the company, as on date of filing of Application, were made by the promoters of the company.

(ii) It has been proposed to convert the company into private company. Since, there is no involvement of public in the Shareholding or the Management of the Company, it would be appropriate to convert the Company into the Private Limited Company to avoid unnecessary formalities and to obtain privileges which are available to private limited Companies which would help the management to carry out its affairs effectively.

(iii) That the due to such conversion of the Company no shareholder, creditors (secured or unsecured), debenture holders (if any), deposit holders (if any), and other related parties and stakeholders shall not be affected.

8. Matters not previously filed or pending with any other court:

The “Petitioner” declares that it has not previously filed any Application, Writ Petition or Suit regarding the matter in respect of which this Petition is being made before any Court of law or any other authority or any other Bench or Board and no such Application, Writ Petition or Suit is pending before any of them.

9. Relief/Prayer Sought:

In view of the facts mentioned in Para 5 (five) above, the “Petitioner” prays for the following relief(s):

(a) That the alteration of the Memorandum of Association and Articles of Association of the “Petitioner” Company, as set out in the Special Resolution passed at the Extra-Ordinary General Meeting of the Company held ____________ to convert the company into private company be confirmed.

(b) Pass such further or other order as this Hon’ble Regional Director may deem fit and proper in the circumstances of the case and render justice.

10. Interim order: –

The petitioner company doesn’t seek any interim order.