Step 1 : To Convey and Hold a Board Meeting
Hold a meeting of its Board of directors to consider and approve the proposal for conversion of public company into private company. The following resolutions must be passed at the meeting:
(i) To approve the proposal for conversion of the company into private company.
(ii) To fix time, date and venue for holding an extraordinary general meeting of the company.
(iii) To approve notice for the general meeting along.
Step 2. Convene a General
Meeting
Hold the general meeting and have the aforementioned special resolutions passed for conversion of the Public company into a Private company.
Step 3. Filing of
MGT-14
Within thirty days of passing of the special resolutions, file Form MGT 14 with copy of resolution along with explanatory statement under Section 102 and amended copy of Articles of Association as attachment
Step 4. Number of Members
If the number of members of the company is above 200, appropriate steps should be taken to reduce the number to 200 or below.
Step 5. In case of Listed Company
Send to the stock exchanges where the securities of the company are listed, six copies including one certified copy of the amendments to the articles of association of the company as soon as they been approved by the company in general meeting.
Step 6. Publishment of Notice
If the Registrar of Companies so directs, publish a notice in newspaper(s) Form INC-25A, in a vernacular newspaper in the district, and in English newspaper, which is circulated widely in the State.
Step 7. Notice sent to
Stock Exchange
Send to the stock exchanges where the securities of the company are listed, three copies of proceedings of the general meeting at which the special resolution was passed and also three copies of the newspaper advertisement of notice.
Step 8. Drafting of
Application
Drafting of Application for conversion of public limited company into private limited company by setting out the following particulars as required under rule 41(2) of Companies (Incorporation) Rules, 2014
Step 9. Preparation of List of Creditors and Prepared the list of Creditors
The company shall at least 21 days before the date of filing of the application serve, by registered post with acknowledgment due, individual notice on every creditor and debenture holders of the Company.
Step 10. Notice to Regional Director and Registrar
The company shall at least 21 days before the date of filing of the application serve, by registered post with acknowledgment due, a notice to the Regional Director and Registrar and to the regulatory body, if the company is regulated under any law for the time being in force.
Step 11. Filing of Application
with ROC
Filling of Application with Registrar of Companies in e-form GNL-1: It is advisable to submit a copy of application for conversion to concerned ROC.
Step 12. Filing of Application
with RD
Filling of Application for conversion with Regional Director in e-form RD-1 within 60 days from the date of passing special resolution
Step 13. Approval by RD
The Regional Director will make an order approving the conversion on such terms and conditions, if any, as it thinks fit.
Step 14. Filing of Form INC-28
Obtain certified copy of order approving conversion of public company into private company and file e-form INC-28 with the Registrar of Companies within 15 days from the date of receipt of approval.