shilpa
(company secretary in practice)
(148 Points)
Replied 19 January 2008
Hallo following is the procedure.
Procedure
1. Hold a board meeting to decide conversion and fix the date, time, place and agenda for convening general meeting to alter the articles of association and consequently the name by special resolution.
2. Issue notice for the general meeting proposing special resolution with suitable explanatory statement.
3. Convene the general meeting and pass the special resolution to the following effect
• To change the articles by incorporating the conditions necessary to make the company a private company.
• Consequent to above changes to add the word “Private “ in the name of the company before the word “Limited “.
4. Forward to the stock exchange 6 copies (one of which will be certified) of the amendments made in the articles.
5. File the special resolution alongwith the explanatory statement with the Registrar of Companies in the prescribed Form no.23 within 30 days of passing the special resolution.
6. Make an application to the Registrar of companies within three months from the passing of the special resolution for alteration of articles for converting the public company into private company in the prescribed Form number 1B alongwith the following documents/particulars:
• Certified true copy of MOA and AOA
• Certified true copy of latest balance sheet and profit and loss account.
• Certified true copy of the minutes of the meeting
• Existing capital structure
• Number of members of the company at the time when decision for conversion was taken.
• Reason for conversion.
7. After receipt of approval from the ROC file the printed copy of articles as altered with the Registrar of Companies within one month of the date of the approval.
8. Apply for and obtain fresh certificate of incorporation from Registrar of Companies.
9. Make necessary changes in the MOA and AOA.
10. Adopt a new common seal in the next Board Meeting.
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