PROCEDURE
FOR CONVERSION OF PUBLIC COMPANY INTO PRIVATE COMPANY
Checklist For Conversion -
Call
Board Meeting - Issue Notices as per provisions of the Companies
Act, 2013, for convening a meeting of the Board of Directors for
Conversion of Public Company into Private Company. The main Agenda
need to be dealt with such Board meeting should be......
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.
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.
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:
Altered
Memorandum of Association.
Altered
Articles of Association.
Certified
True copy of Board Resolution may be attached as an optional
attachment.
Certified
True copy of Special Resolution.
Notice
of EGM along with copy of explanatory statement.
Shorter
consent of shareholders, if any. (Check if applicable)
Filing
of Petition under Section 14 of the Act- A petition under
the second provision to sub-section (1) of section 14 of the Act for
the conversion of a public company into a private company, shall,
not less than three months from the date of passing of special
resolution, be filed to the National Company Law Tribunal in Form
No. NCLT. 1 and shall cover the following particulars:
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;
State
at which the registered office of the company was situated;
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.
Listed
or unlisted public company;
The
nature of the company, that is, a company limited by shares, a
company limited by guarantee (having share capital or not having
share capital) and unlimited company;
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
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.
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.
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.
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:
Note:
In some cases the ROC may additionally ask for any of the following:
Affidavit
from Director or MD or WTD stating following:
That
Company was never listed with any stock exchange,
That
the company never accepted any deposit,
That
there is no demand from Sales Tax or Income Tax or Excise is
pending.
Notice
to all creditors regarding change.
Copy
of certificate of Commencement of Business.
Certified
list of Creditors of the Company as on date of EGM.
Certified
list of Members of the Company as on date of EGM.
Proof
of filing of statutory report with ROC.
List
of cases pending before any court of Law where company is a party.
Publication
of a notice in English and vernacular language newspapers.
Statutory
Fees
DRAFT FORMAT
COVERING LETTER
____________________ LIMITED
CIN Number : _____________________________
Address : ________, City : _____, Pin Code :______, State: ________
Date:________________
To
The
Registrar,
National
Company Law Tribunal,
_________ Bench,
Address
: ___________,
City :
___________
Pin
Code : _______________
State
: __________
Sub:
Petition for conversion of a Public Company into a Private Company
u/s Section 14(1) of the Companies Act, 2013.
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
|
Page No.
|
1
|
Annexure 1
|
Petition in Form NCLT-1.
|
|
2
|
Annexure 2
|
Form No. NCLT-2 i.e. Notice of Admission.
|
|
3
|
Annexure 3
|
Affidavit verifying the Petition in Form NCLT-6.
|
|
4
|
Annexure 4
|
Memorandum of Appearance in Form NCLT-12.
|
|
5
|
Annexure 5
|
Certified True Copy of the Memorandum &
Articles of Association of the Company.
|
|
6
|
Annexure 6
|
Certified True Copy of the Notice dated ___________, 2016 convening the Extra-Ordinary General Meeting of the
Company on ___________, 2016.
|
|
7
|
Annexure 7
|
Certified True Copy of Special resolution passed
by the Company in the Extra-Ordinary General Meeting held on _______, 2016.
|
|
8
|
Annexure 8
|
Certified True Copy of Minutes of the
Extra-Ordinary General Meeting held on __________, 2016.
|
|
9
|
Annexure 9
|
Advertisement in an English & Local Language
in Newspaper inviting objection, if any by any stakeholder.
|
|
10
|
Annexure 10
|
Affidavit from 2 Director’s of the Company
stating that the List of Creditors annexed with the affidavit is
correct.
|
|
11
|
Annexure 11
|
Certified True copy of the Board Resolution dated ______________, 2016 authorizing the directors of the
company to sign, file and affirm the petition and other related
documents and authorizing Mr. __________ to appear on behalf of
the Company before the NCLT.
|
|
12
|
Annexure 12
|
Copy of Demand Draft favoring “PAY &
ACCOUNTS OFFICER, MINISTRY OF CORPORATE AFFAIRS” payable at _________ of Rs. 5000/- having D. D. No. ____________.
|
|
Notice
of the Extra Ordinary General Meeting
=================================================================
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.”
2.
ALTERATION OF NAME CLAUSE CONTAINED IN THE MEMORANDUM OF ASSOCIATION:
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 and any other applicable provisions of the Companies
Act, 2013 (including any amendment thereto or re-enactment thereof)
and the rules framed thereunder the consent of the Members be and is
hereby accorded for substituting Clause I of the Memorandum of
Association of the Company with the following clause:
“The
Name of the Company is __________ PRIVATE LIMITED.”
3.
ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY
PURSUANT TO THE COMPANIES ACT, 2013 AND CONVERSION TO A 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 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.”
For
and on behalf of the Board
_______________ Limited
_________________
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
Company’s 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
CIN Number : ________________________________________
Address : _______, City : _______, Pin Code :_______, State: ________
EXPLANATORY
STATEMENT U/S 102 OF THE COMPANIES ACT, 2013
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.
For
and on behalf of the Board
___________ Limited
__________________
Director
DIN: ______
Place: _____
Date: -_______, 2016
BOARD RESOLUTION
____________________ LIMITED
CIN Number : ________________________________________
Address : _______, City : _______, Pin Code :_______, State: ________
==================================================================
CERTIFIED
TRUE COPY OF THE SPECIAL RESOLUTION PASSED AT THE FIRST
EXTRA-ORDINARY GENERAL MEETING OF THE MEMBERS OF ______________
LIMITED HELD ON _______, ______, 2016 AT 03.00 P.M. AT ______________, CITY : _____________, PIN CODE : __________, STATE : ________
============================================================
1.
CONVERSION OF COMPANY INTO PRIVATE LIMITED COMPANY:
“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.”
2.
ALTERATION OF NAME CLAUSE CONTAINED IN THE MEMORANDUM OF ASSOCIATION:
“RESOLVED
THAT pursuant to the provisions
of Section 13 and any other applicable provisions of the Companies
Act, 2013 (including any amendment thereto or re-enactment thereof)
and the rules framed thereunder the consent of the Members be and is
hereby accorded for substituting Clause I of the Memorandum of
Association of the Company with the following clause:
“The
Name of the Company is __________ PRIVATE LIMITED.”
3.
ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY
PURSUANT TO THE COMPANIES ACT, 2013 AND CONVERSION TO A PRIVATE
LIMITED COMPANY:
“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.”
For
and on behalf of the Board
_________- Limited
__________
Director
DIN: ____
BOARD RESOLUTION FOR AUTHORITY
========================================================================
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.”
RESOLVED
FURTHER that Mr. ___________,
Proprietor/Partner/Director of __________ and a Company Secretary in
Whole time Practice, be and is hereby authorised to represent, sign
and verify the application in terms of National Company Law Tribunal
Rules, 2016 and to represent the company before the National Company
Law Tribunal, __________- Bench and to do all such acts and things as may
be considered necessary or expedient in this regard.”
For
and on behalf of the Board
_____________ Limited
_____________
Director
DIN: ________
List
of Creditors of ___ Limited
As on dated ____
Sr. No.
|
Name & Address of the Creditor
|
Outstanding Balance as on dated_______
|
1.
|
_______________ Private Limited
Address :
|
___________/-
|
2.
|
_______________ Limited
Address :
|
___________/-
|
|
|
|
FOR ______________ LIMITED
__________________
Director
DIN NO. __________
Affidavit Verifying the Creditors
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
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. _________
Dated
of ,________ 2016.
Before
me.........................
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]
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
The
humble petition of __________________ Limited, the
petitioner above named respectfully shows:
- Details
of Original Application :
a) That the
petitioner above named (hereinafter referred to as the 'Company') was
incorporated in _______________ on ___________, ______, as a Public Company
limited by shares under the name of ______________ LIMITED
under
the Companies Act, 1956. The current status of the Company is
“Unlisted Public Company”.
b) That the
Registered Office of the Company is situated in the state of _______ at ____________, CITY : _________, PIN CODE : _________.
c) That the
Authorised Share Capital of the Company is Rs. _____________/- (Rupees _____________ only) divided into _____________- (___________ 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).
- Jurisdiction
of the Bench:
The Registered
Office of the Company is at _________, which is well within the
jurisdiction of the National Company Law Tribunal, _______ Bench.
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.
- Facts of the
case are given below:
The Company was originally incorporated on__________ as a public limited company and since there is no
involvement of public in the shareholding or management of the
Company, it was thought 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.
The conversion will not have any adverse effect on any of the
shareholder, creditor or any other related party.
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. ____________, City : _________, Pin Code : _________, State : __________, for inter alia, passing the Special Resolution.
“RESOLVED FURTHER THAT the draft notice for convening the
EGM is placed before the Board to pass the above mentioned matter and
the same is be and hereby approved.”
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 it’s
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.
The Petitioner therefore briefly prays your Honour:
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”
Such
further order or orders be made and/or directions be given as this
Hon'ble National Company Law Tribunal may deem fit and proper.
- Particulars
of Bank draft evidencing payment of fee for the petition or
application made:
Branch of the Bank on which drawn:
Name of the issuing branch:
Demand
Draft No………
Date…………..
Amount Rs. 5000/-
For and on behalf
of the Board
__________________ LIMITED
____________________
Director
DIN: ________________
Place: _______
Date:______
FORM
NO. NCLT. 2
[See
rule 34]
Before
the National Company Law Tribunal,
Bench,
at______
NOTICE
OF ADMISSION
Date:____________________
From: ___________________ Limited
To:
The Registrar,
NCLT
(______ Bench)
__________________ Limited ………… Applicant
The
Party named above requests that the Tribunal grant the following
relief:
To
confirm the alteration of the Petitioner Company into a Private
Limited Company along with the alteration in the Memorandum &
Articles of Association in the name of the Company from “_______________ LIMITED” to “________________ PRIVATE LIMITED”
in
terms of Section 14 (1) of the Companies Act, 2013.
For
the following reasons:
The
Company was originally incorporated on _______________ as a public limited
company and since there is no involvement of public in the
shareholding or management of the Company, it was thought 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.
The
Company accordingly in the Annual General Meeting held on _______________, 2016 approved the conversion of the Company into a Private
Limited Company.
In
support of this Application, the applicant has attached an affidavit
setting out the facts on which the Applicant relies.
For and on behalf
of the Board
__________________ LIMITED
____________________
Director
DIN: ________________
Place: _______
Date:______
This form is
prescribed under Rule under 34 of the NCLT Rules, 2016.
Company Petition No.
____________ of 2016.
FORM NO. NCLT. 6
(GENERAL)
[See
rule 34]
Before
the National Company Law Tribunal,
Bench,
at _______
In
the mater of the Companies Act, 2013
And
In
the matter of ______________ LIMITED
General Affidavit
Verifying Petition
I, __________________, son of ________________, aged _____ residing at____________, 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)
FORM NO. NCLT. 12
(see
rule 45)
Memorandum
of appearance
To
The Registrar,
National Company Law
Tribunal,
__________ Bench,
In the matter of ________________ Limited.
(C.P.
NO. ………of 2016)
Sir/Mam,
Kindly note that I, ______________,
Company Secretary in practice, Proprietor/Partner/Director of
______________, duly authorised to enter
appearance, and do hereby enter appearance, on behalf __________________ Limited, the petitioner in the above-mentioned
petition.
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
Enclosure: as
aforesaid
Thanks & Regards,
CS Meetesh Shiroya
