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Take Approval from Directors for conversion of a public company into a private company by altering the
MOA and AOA subject to the approval of National Company Law Tribunal (NCLT)
Decide date, time and place for holding Extraordinary General Meeting (EGM) to get approval of
shareholders, by way of Special Resolution, for such conversion of a public company into a private
company.
As per section 102(1) of the Companies Act, 2013, to Approve Notice of EGM along with Agenda and
Explanatory Statement to be annexed to the notice of General Meeting, and to Authorize any Director or
Company Secretary to issue Notice of the EGM by giving 21 clear days notice.
2.
Holding of an EGM - Pass the Special Resolution to get shareholders approval for Conversion
of Public Limited Company into Private Limited Company along with alteration in Articles of Association
and Memorandum of Association.
3.
Filing of e-form with Registrar of Companies (ROC)- Copy of the above mentioned
Special Resolution is required to be filed with concerned ROC by filing e-form MGT-14 within 30 days of
passing special resolution in the EGM along with the following attachments:
The date of the Board meeting at which the proposal for alteration of Articles was approved;
The date of the general meeting at which the proposed alteration was approved;
Number of members in the company, number of members attended the meeting and number of
members of voted for and against;
Reason for conversion into a private company, effect of such conversion on shareholders,
creditors, debenture holders and other related parties.
There shall be attached to the application, a list of creditors and debenture holders, drawn up to the latest
practicable date preceding the date of filing of petition by not more than two months, setting forth the
following details, namely:
The names and address of every creditor and debenture holder of the company;
The nature and respective amounts due to them in respect of debts, claims or liabilities;
In respect of any contingent or unascertained debt or any such claim admissible to proof in
winding up of the company, the value, so far as can be justly estimated of such debt or claim:
Provided that the petitioner company shall file an affidavit, signed by the company secretary of the
company, if any, and not less than two directors of the company, one of whom shall be a managing
director, where there is one, to the effect that they have made a full Inquiry into the affairs of the company
and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated
value as given in the list of the debts or claims payable on a contingency or not ascertained are proper
estimates of the values of such debts and claims and that there are no other debts of , or claims against,
the company to their knowledge.
5.
Advertisement of Petition - The company shall at least fourteen days before the date of
hearing advertise the petition in accordance with rule 35 of National Company Law Tribunal Rules, 2016
serve, by registered post with acknowledgment due, individual notice in Form NCLT. No. 3B to each
debenture-holder and creditor of the company; and serve, by registered post with acknowledgment due, a
notice together with the copy of the petition to the Central Government, Registrar of Companies.
6.
Filing of an affidavit with the Tribunal - An affidavit shall be filed to the Tribunal, not less
than three days before the date fixed for hearing, stating whether the petition has been advertised in
accordance with this rule and whether the notices, if any, have been duly served upon the persons
required to be served.
Provided that the affidavit shall be accompanied with such proof of advertisement or of the service, as
may be available.
7.
Filing of order of Tribunal with ROC Once the order from tribunal is received, the same
shall be filed with ROC in e-form INC-27 along with requisite fees. The attachments to be annexed with
this e-form are as follows:
Miuntes of EGM
Altered AOA
i.
Note: In some cases the ROC may additionally ask for any of the following:
Affidavit from Director or MD or WTD stating following:
o
That Company was never listed with any stock exchange,
o
o
ii.
iii.
iv.
v.
vi.
vii.
viii.
Statutory Fees
DRAFT FORMAT
COVERING LETTER
____________________ LIMITED
Date:________________
To
The Registrar,
National Company Law Tribunal,
_________ Bench,
Address : ___________,
City : ___________
Pin Code : _______________
State : __________
Dear Sir,
Kindly acknowledge the enclosed Petition in Form NCLT-1 along with enclosures in triplicate Copy for
conversion of ___________ Limited, a Public Company into a Private Company u/s Section 14(1) of the
Companies Act, 2013.
Kindly process the same and take into your record. However if any discrepancy arises we are happy to
provide the further explanation or documentation if any required in this matter.
Thanking you,
Yours truly
For and on behalf of the Board
________________ Limited
____________________
Director,
DIN:
Enclosed : Index with List of Enclosures
INDEX
Before the National Company Law Tribunal,
Bench, at __________
In the mater of the Companies Act, 2013
And
In the matter of ________________ LIMITED A COMPANY INCORPORATED
UNDER THE COMPANIES ACT, 1956, HAVING ITS REGISTERED OFFICE
AT _____________, City : ________, Pin Code : ___, State : _________.
.. THE PETITIONER
List of Enclosures:-
Sr.
No.
Annexure
Documents
Annexure 1
Annexure 2
Annexure 3
Annexure 4
Annexure 5
Annexure 6
Annexure 7
Annexure 8
Certified True Copy of Minutes of the ExtraOrdinary General Meeting held on __________,
Page
No.
2016.
9
Annexure 9
10
Annexure 10
11
Annexure 11
12
Annexure 12
Notice is hereby given that the First Extra Ordinary General Meeting of the
Members of ____________ Limited (Company) will be held on
____, ___, 2016 at 3.00 p.m. at ______________, City : ________, Pin
Code : _____, State : ________ to transact the following special business:
=======================================================
=====
SPECIAL BUSINESS:
1. CONVERSION OF COMPANY INTO PRIVATE LIMITED COMPANY:
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a
Special Resolution:
RESOLVED THAT pursuant to the provisions of section 13, 14 and any other applicable provisions of
the Companies Act, 2013, if any and subject to the approval of the Tribunal, (powers delegated to the ROC
by Central Government vide General Circular No. 18/2014 dated June 11, 2014) the consent of the
shareholders of the Company be and is hereby given 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 for the purpose of giving effect to this resolution, the Board of Directors
of the Company be and is hereby authorized to execute all such documents, instruments and writings as
may be required and to take all such steps and actions and give such directions as may in its absolute
discretion deem necessary and to settle any question that may arise in this regard.
RESOLVED FINALLY THAT any of the Directors be and are hereby severally authorized to do all such
acts, deeds and things as may be necessary or expedient to give effect to this resolution.
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a
Special Resolution:
RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any,
of the Companies Act, 2013 (the Act) read with Companies (Incorporation) Rules, 2014, including
any statutory modifications or re-enactment thereof from time to time, the Articles of Association of
the Company be and is hereby altered to be in conformity with the provisions of the Act relating to a
private limited company and thereby inserting the restrictive clause as per Section 2(68) of the Act.
RESOLVED FURTHER THAT the new set of Articles of Association pursuant to the Act
primarily based on the Form of Table F of Schedule I under the Act, be and is hereby approved and
adopted as new set of Articles of Association in the place of existing Articles of Association of the
Company.
RESOLVED FURTHER THAT any of the Directors be and are hereby severally authorised to do all
such acts, deeds and things as may be necessary or expedient to give effect to this resolution.
_________________
Director
DIN:_________
Place:___________
Date: __________, 2016
Notes:
1. A member entitled to attend and vote at the Extraordinary General Meeting (the Meeting) is entitled
to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of
the Company.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not
more than ten percent of the total share capital of the Company carrying voting rights. A member holding
more than ten percent of the total share capital of the Company carrying voting rights may appoint a
single person as proxy and such person shall not act as a proxy for any other person or shareholder.
2. Corporate members intending to send their authorized representatives to attend the Meeting are
requested to send to the Company a certified copy of the Board Resolution authorizing their
representative to attend and vote on their behalf at the Meeting.
3. Proxies, if any, in order to be effective must be received at the Companys Registered Office not late
than 48 hours (forty eight hours) before the time fixed for holding the meeting.
4. Members are requested to bring their copies of the Notice to the Meeting. Members/proxies attending
the Meeting should bring the Attendance Slip, duly filled, for handing over at the venue of the meeting.
5. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is appended hereto.
EXPLANATORY STATEMENT
____________________ LIMITED
ITEM 1:
As the members are aware that the Company was originally incorporated on _________ as a public
limited company. The Board of directors considered that since there is no involvement of public in the
shareholding or 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
the Private Limited Companies under the Companies Act, 2013 which would help the management to
carry out its affairs efficiently & economically.
As per the provisions of the Companies Act, 2013, the consent of the members by way of special resolution
is required for conversion of the Company to a private limited company.
The Members are requested to note that the amendment is subject to the approval granted by the
Registrar of Companies, ___________, Ministry of Corporate Affairs and such other regulatory
authorities, as may be required.
Directors and their relatives are concerned or interested in the said resolution only in their capacity as a
member of the Company.
ITEM 2:
The conversion of the Company to a private limited company will result in amending the name clause of
the Memorandum of the Company since the name of the Company will change from _________
LIMITED to ___________ PRIVATE LIMITED.
In terms of Section 13 of the Companies Act, 2013, the consent of the members by way of special
resolution is required for amendment of the Memorandum of Association of the Company. The Board has
approved the amendment at its meeting held on ________, 2016.
The Members are requested to note that the amendment is subject to the approval granted by the
Registrar of Companies, __________, Ministry of Corporate Affairs and such other regulatory
authorities, as may be required.
Directors and their relatives are concerned or interested in the said resolution only in their capacity as a
member of the Company.
ITEM 3:
The Company was incorporated under the provisions of The Companies Act, 1956 and deemed to exist
within the purview of The Companies Act, 2013. Hence the existing Articles of Association (AOA) were
based on the Companies Act, 1956 and several clauses/regulations in the existing AOA contain references
to specific sections of The Companies Act, 1956 which are no longer in force.
With the coming into force of The Companies Act, 2013, several regulations of the existing AOA of the
Company require alteration or deletions at several places. Also, as it is proposed to convert the Company
into a Private Limited Company, it is considered expedient to adopt new set of Articles of Association
(primarily based on Table F set out under the Companies Act, 2013), in place of existing Articles of
Association of the Company instead of amending the Articles of Association by alteration/incorporation of
provisions of the Companies Act, 2013 applicable to a private limited company.
In terms of section 5 and 14 of the Companies Act, 2013, the consent of the members by way of special
resolution is required for adoption of new set of Articles of Association of the Company.
The Members are requested to note that the amendment is subject to the approval granted by the
Registrar of Companies, __________, Ministry of Corporate Affairs and such other regulatory
authorities, as may be required.
Directors and their relatives are concerned or interested in the said resolution only in their capacity as a
member of the Company.
__________________
Director
DIN: ______
Place: _____
Date: -_______, 2016
BOARD RESOLUTION
____________________ LIMITED
CIN Number : ________________________________________
============================================================
======
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED AT THE FIRST EXTRAORDINARY GENERAL MEETING OF THE MEMBERS OF ______________ LIMITED
HELD ON _______, ______, 2016 AT 03.00 P.M. AT ______________, CITY :
RESOLVED FURTHER THAT any of the Directors be and are hereby severally authorized to do all
such acts, deeds and things as may be necessary or expedient to give effect to this resolution.
RESOLVED FURTHER THAT the new set of Articles of Association pursuant to the Act
primarily based on the Form of Table F of Schedule I under the Act, be and is hereby approved and
adopted as new set of Articles of Association in the place of existing Articles of Association of the
Company.
RESOLVED FURTHER THAT any of the Directors be and are hereby severally authorised to do all
such acts, deeds and things as may be necessary or expedient to give effect to this resolution.
__________
Director
DIN: ____
========================================================================
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION PASSED AT THE _____ MEETING
OF THE BOARD OF DIRECTORS OF ________ LIMITED HELD AT THE REGISTERED
OFFICE OF THE COMPANY AT ____________, CITY : _____, PIN CODE : ______ ON
___, ______, 2016
========================================================================
RESOLVED that Mr. ______________, Director of the Company and in his non-presence any other
Director of the company be and are hereby jointly and severally authorised to file the petition as required
under Section 14 (1) of the Companies Act, 2013 read with relevant rules before the Honorable National
Company Law Tribunal, ______ Bench for seeking approval for conversion of the Company from
________- Limited (Public Company) to ______________ Private Limited (Private Limited).
RESOLVED FURTHER that Mr. __________, Director of the Company and in his non-presence any
other Director of the company be and is hereby jointly and severally authorised to sign necessary
documents, affirm, execute and file affidavits, applications or any other documents or paper in connection
therewith and to do all such acts deeds or things as may be considered necessary for the purposes of filing
the aforesaid petition and disposal thereof, including making corrections and alterations in the petitions
and applications.
Sr.
No.
1.
2.
_______________ Limited
Address :
Outstanding
Balance as on
dated_______
___________/-
___________/-
..
THE PETITIONER
AFFIDAVIT
We, _______________, S/o. ________________ residing at __________, City :
_________, Pin Code : _________, State : __________.
And
_______________ S/o. _______________ residing at __________, City :
_________, Pin Code : _________, State : __________, Directors
of _______________ Limited having its Registered office of the Company
at __________, City : _________, Pin Code : _________, State : __________,
do solemnly and sincerely state that we have made full inquiry into the affairs of the
Company and having done so we have formed the opinion that list of creditors
enclosed herewith is correct, and that the estimated value as given in the list of the debts
or claims payable on a contingency or not ascertained are proper estimates of the values
of such debts and claims and that there are no other debts of, or claims against, the
company to their knowledge.
________________ LIMITED
________________
(Name of Director)
DEPONENT
Director
DIN No. ________
________________
(Name of Director)
DEPONENT
Director
DIN No. _________
NCLT PETITION
FORM NO. NCLT. 1
[see rules 34, 64, 66, 67, 68, 69, 70, 71, 73, 74, 75, 77,
78, 79, 80, 81, 83, 86 and 87]
..
THE PETITIONER
only) equity shares of Rs. _____/- (Rupees _____ Only) each. The current issued,
subscribed and paid-up capital of the Company is Rs. _______/-(Rupees
__________ only) divided into _____ (_____________- only) equity shares of
Rs._____/- (Rupees Ten Only) each.
d) That the main objects for which the Company was incorporated, as given in the
Memorandum of Association are as under:
To carry on the business of________________________" (Insert your Main
object).
Limitation:
The Petitioner further declares that the petition is within the limitation laid down in
section u/s 14 (1) read with relevant rules of the Companies Act, 2013.
Accordingly, a meeting of Board of Directors was held on_________, 2016 and it was:
RESOLVED THAT consent of the Board of directors be and is hereby accorded for converting the
Company into a Private Limited Company & to adopt new set of Articles of Association primarily based on
the Form of Table F of Schedule I under the Companies Act, 2013 subject to the approval of shareholders
of the company by way of special resolution in General Meeting.
RESOLVED FURTHER THAT any of the Directors be and is hereby authorized to prepare the draft
new set of Articles of Association & Memorandum of Association for the purpose of presenting before the
shareholders for their approval.
RESOLVED FURTHER THAT an Extra Ordinary General Meeting of the shareholders of the company
be called on _______ i.e., ___th ______, 2016 at 03.00 P.M. at the Registered Office
i.e.
RESOLVED FURTHER THAT any of the Directors of the company be and is hereby authorized to sign
and issue the same.
RESOLVED FURTHER THAT any of the Directors of the company be and is hereby authorized to sign
and file the required forms as prescribed under Companies Act, 2013 with the Registrar of Companies and
to do all other acts, deeds and things as may be required in this regard.
RESOLVED FURTHER THAT Mr. ___________, Practicing Company Secretary be and is hereby
duly engaged for the purpose of certification of the said form and he is authorized to take all the necessary
actions, steps as may be necessary in this matter.
Thereafter, the Company in its Extra-Ordinary General Meeting held on_________, 2016 passed a
Special Resolution as under:-
RESOLVED THAT pursuant to the provisions of section 13, 14 and any other applicable provisions of
the Companies Act, 2013, if any and subject to the approval of the Tribunal, (powers delegated to the ROC
by Central Government vide General Circular No. 18/2014 dated June 11, 2014) the consent of the
shareholders of the Company be and is hereby given 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 for the purpose of giving effect to this resolution, the Board of Directors
of the Company be and is hereby authorized to execute all such documents, instruments and writings as
may be required and to take all such steps and actions and give such directions as may in its absolute
discretion deem necessary and to settle any question that may arise in this regard.
RESOLVED FURTHER THAT any of the Directors be and are hereby severally authorized to do all
such acts, deeds and things as may be necessary or expedient to give effect to this resolution.
The total nuber of members in the Company are 13 out of which 7 members attended the Meeting and all
the resolutions as were set out in the Notice of Extra-Ordinary General Meeting held on
______________, 2016 were unanimously passed by all the 7 members who attended the meeting and
there were no votes against any of the resolution.
Relief sought
To confirm the alteration of the Petitioner Company into a Private Limited Company along with
the alteration in the Memorandum & Articles of Association of the Company of the name of the Company
from ______________ LIMITED to _____________ PRIVATE LIMITED
b.
Such further order or orders be made and/or directions be given as this Hon'ble
Demand Draft No
Date..
____________________
Director
DIN: ________________
Place: _______
Date:______
NOTICE OF ADMISSION
Date:____________________
From: ___________________ Limited
To: The Registrar,
NCLT (______ Bench)
In support of this Application, the applicant has attached an affidavit setting out the facts on which the
Applicant relies.
____________________
Director
DIN: ________________
Place: _______
Date:______
This form is prescribed under Rule under 34 of the NCLT Rules, 2016.
City : _________, Pin Code : _________, State : __________, do solemnly affirm and
say as follows:
1. I am a director of _____________ Limited, the petitioner in the above matter I and am duly
authorized by the said petitioner to make this affidavit on its behalf.
2. The statements made in paragraphs I to VI of the petition herein now shown to me are true to my
knowledge, and the statements made in paragraphs I to VI are based on information, and I believe them
to be true.
I solemnly state that the contents of this affidavit are true to the best of my knowledge and belief and that
it conceals nothing and that no part of it is false.
Signature : ______________________
(Deponent)
VERIFICATION
I verify that the contents of this affidavit are true to the best of my knowledge and belief.
Place: __________
Date : _____________
Signature : ______________________
(Deponent)
Memorandum of appearance
To
The Registrar,
National Company Law Tribunal,
__________ Bench,
Sir/Mam,
A copy of the resolution passed by the Board of Directors authorising me to enter appearance and to act
for every purpose connected with the proceedings for the said party is enclosed, duly signed by me for
identification.
Yours sincerely,
For __________________
(Address), __________
City : _______
Pin Code : _____
Contact :________
Email : __________
Dated . day of 2016