CONVERSION OF PUBLIC COMPANY INTO PRIVATE COMPANY UNDER COMPANIES ACT, 2013

Sr. No	Purpose	Attachments	Remarks
1.	Hold a meeting of its Board of directors to consider and approve the proposal for: ·         Conversion of public company into private company. ·         Alteration of Main Object Clause	The following resolutions must be passed at the meeting: ·         To approve the proposal for conversion of the company into private company. ·         To fix time, date and venue for holding an extraordinary general meeting of the company. ·         To approve notice for the general meeting along with the explanatory statement as required under Section 102 of the Act. ·         To authorize the Director to issue the notice of the general meeting on behalf of the Board.	·         The notice for the general meeting must contain text of the following special resolutions, which will be required to be passed at the general meeting. (a)     Special resolution for altering the articles of the company, as required under Section 14 of the Companies Act, 2013. (b)    Special resolution for changing the name of the company as required under proviso to Section 13 of the Act. (c)     Special resolution for altering the memorandum of association (name clause) of the company in accordance with Section 16 of the Act. (d)    Special Resolution for Alteration of Object Clause
2.	Hold general meeting and have the aforementioned special resolutions passed.
	File Form MGT 14: Within thirty days of passing of the special resolutions.	Attachments: ·         Copy of resolution along with explanatory statement under Section 102; ·         Amended copy of AOA & MOA. ·         Copy of Resolution for alteration of Object Clause
	File e-form No. INC-27: ·         For effecting the conversion of a public company into a private company.	Attachments: ·         Minutes of the members' meeting; ·         Altered MOA & AOA; ·         Order of competent authority; ·         Order for condonation of delay; ·         Optional attachment(s) (if any).	·       Any alteration having the effect of conversion of a public company into a private company shall not take effect except with the approval of the Central Government* which shall make such order as it may deem fit. ·       Every alteration of the articles under this section and a copy of the order of the Central Government* approving the alteration as per sub-section (1) shall be filed with the Registrar, together with a printed copy of the altered articles, within a period of 15 days in such manner as may be prescribed, who shall register the same. * This is to clarify that as section 14(1) second proviso of the Companies Act, 2013 has not been enforced as on the date, Thus order of tribunal is not applicable as on date of this article.
	Notice in Newspaper:		·       If the Registrar of Companies so directs, publish a notice in newspaper(s) as per his direction.
	Surrender to the Registrar, the Certificate of Incorporation of the company in order to obtain fresh Certificate of Incorporation consequent upon change of name on conversion of the company into a private Company.		·       It is important to note that the company becomes a private company with effect from the date of approval of the Central Government under the proviso to Section 14 of the Companies Act, 2013, however the change in the name of the company shall be effective from the date of issue of fresh Certificate of Incorporation consequent upon conversion into a private company, by the Registrar of Companies.

Extension for filing CRA-2 for Appointment of Cost Auditor

By Circular http://mca.gov.in/Ministry/pdf/General_Circular_02_2015.pdf MCA has further extended the time limit for filing CRA-2 for Appointment of Cost Auditors upto 31/03/2015.

CONVERSION OF PRIVATE COMPANY INTO ONE PERSON COMPANY

To avail the advantages of One Person Company, many of the Corporates are willing to convert their small Private companies into One Person Company (OPC). The conversion will reduce the compliance manifold, this is one of the key reasons of such a conversion. 

Which Private Company can convert into OPC:

Any private company other than a Company registered under section 8 of the Companies Act, 2013 (or section 25 of the Companies Act, 1956) having a paid-up capital of less than Rs. 50 Lac and an average turnover of less than Rs. 2 Crore, in the specified period, can convert itself into OPC.

Laws governing conversion of Private Company Into OPC:

• Section 18 of Companies Act, 2013
• Rule 7(4) of the Companies (Incorporation) Rules, 2014

Procedure :

1. Board Meeting: 

• Approve the conversion subject to approval of members;
• Authorise Directors for providing Affidavit that the conforming that all members and creditors of the company have given their consent for conversion, the paid up capital company is rupees 50 lakhs or less or turnover is less than rupees 2 crores as the case may be;
• Authorise Directors for taking NOC from all the members & Creditors of the Company on the Conversion.
• Calling of General Meeting

     2. General Meeting:

• Pass Special Resolution for conversion of company into OPC

    3. E-filing & Attachments:

        

• MGT - 14: Withing 30 days of passing of the Special Resolution
• INC-6: With NOC received from members & Creditors, Affidavit by Directors, Special Resolution, List of Members & Creditors, Latest Audited Balance Sheet & Profit & Loss Account.INC-6 shall be filed after MGT-14 has been filed and approved. 
• INC-3: The Consent of Nominee in INC - 3 alongwith his/her PAN card and residential proof shall also be attached with INC-6.

~By Nikita Singh~