APPLICATION U/S 14 FOR CONVERSION OF PUBLIC COMPANY INTO PRIVATE COMPANY

To convene Board meeting for in principal approval of alteration in MOA & AOA as well as authorizing the signatory and for fixing the date, time, place and hour of meeting.

To convene the General meeting for the approval of Shareholders by way of Special Resolution.

To finalize the list of Creditors & Debenture Holders alongwith the Auditor certificate (not older than 30 days from the date of filing RD-1) setting forth the following details, namely:-

(a) the names and address of every creditor and debenture holder of the company;

(b) the nature and respective amounts due to them in respect of debts, claims or liabilities;

(c) in respect of any contingent or unascertained debt, the value, so far as can be justly estimated of such debt:

These following three activity shall be done before the atleast twenty-one days before the date of filing of RD-1.

1. To do the publication in the format specified in FORM-INC-25A 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.

2. To serve, by registered post with acknowledgement due, individual notice on each debenture holder and creditor of the company.

3. To serve, by registered post with acknowledgement due, a notice to the Regional Director and Registrar(recommended to file GNL-1 for such notice) and to the regulatory body, if the company is regulated under any law for the time being in force.(recommendatory to send complete Application with its Annexure).

Application for Conversion should be filed in RD-1 (within the 30 days from the date of list of creditors)  with following details and Documents:

Date of the Board meeting, general meeting, reason for conversion and  effect of such conversion, details of any conversion made within last five years and  details as to whether the company is registered under section 8.

A Draft certified true copy of MOA & AOA;

A draft CTC of Minutes of General Meeting;

A copy of Power of Attorney (dated not earlier than 30 days)

Declaration by a KMP that 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.

Declaration by a KMP that there has been no non-compliance of sections 73 to 76A, 177, 178, 185,186 and 188 of the Act and rules made thereunder;

Declaration by a KMP that no MGT-14 is pending to be filed u/s 179(3) and also stating that the company was never listed in any of the Regional Stock Exchanges and if was so listed, all necessary procedures were complied with in full for complete delisting of the shares in accordance with the applicable rules and regulations laid down by SEBI.

“Provided that in case of such companies where no KMP is required to be appointed, the aforesaid declarations shall be filed any of the director.”

Affidavit verifying the list of creditors by two directors, one of whom shall be managing director beside the company secretary, if any.

Affidavit verifying the Application for conversion by any director;

Affidavit verifying by the Director in regard with Compliance of the Act and Rules of the Companies Act, 2013 in the proposed conversion.

Affidavit proving Publication, Dispatch & Service of Notice to the creditors, by any director.

Affidavit for declaring that no inspection, investigation or enquiry is pending against the company under the companies Act, 2013.

List of Form required to be filed.

Form No. Particulars Time period
MGT-14 For Special Resolution Within 30 days of General meeting convened
GNL-1 For filing copy of application to ROC Immediately on publication
RD-1 For Application to RD for conversion Within 30 days from the date of list of creditors or 60 days from the date passing SR.
INC-28 For filing of RD order Within 15 days of from the date of receipt of approval.

 Imp. Note:

In case of no objection received, Application may be put up for approval without hearing,

RD Shall pass the order within 30 days from the date of receipt of RD-1.

For resubmission, GNL-5 would be required to file.

Provided that maximum of two re-submissions shall be allowed.

(Author can be reached at varsha.aggarwal0@gmail.com or at Ph: 9971647458)

Disclaimer: The entire contents of this article are solely for information purpose and have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. It doesn’t constitute professional advice or a formal recommendation. The author has undertaken utmost care to disseminate the true and correct view and doesn’t accept liability for any errors or omissions. You are kindly requested to verify & confirm the updates from the genuine sources before acting on any of the information’s provided herein above.

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