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Conversion of private company to public company

Shridhi Jain (Company Secretary) (1678 Points)

11 September 2012

I have to convert a private company to a public company.

I am doing it for the first time so no idea about that.

I hv certain queries....

The company was formed last year in July 2011. No business was conducted. Wat is to be mentioned in Auditor's report? Is a 'NIL' report required to file? Same with SLP, there is NIL in every column.

Can anybody pls provide me the formats of auditor's report, auditor's consent letter etc.

Pls help, its urgent.

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3 Replies

Aditya Soni (CS Final Student Trainee) (727 Points)
Replied 11 September 2012

Dear Shridhi,

Following is the procedure for conversion of Pvt Ltd Co to a Pub Ltd Co:

Convene a meeting of the Board of Directors and pass a resolution approving the conversion of the company from private limited into public limited;
Convene a General Meeting of the members of the company for alteration of name clause of the Memorandum of Association and the Articles of Association by special resolution;
Make an application to the concerned Registrar of Companies for approving conversion to public company.
The application to the Registrar of Companies should be accompanied by the following documents:
1. From No. 23 (with requisite filing fees) for special resolution for conversion of private company into public company u/s. 44 of Companies Act, 1956 and for altering the Articles of Association u/s. 31 of the Companies Act, 1956 for deleting the restrictive provisions applicable to private company along with a copy each of (i) the notice calling meeting; (ii) text of special resolution; and (iii) explanatory statement duly certified by a Director or Company Secretary of the Company.
2. Statement in lieu of prospectus (with requisite filing fees) drawn up in the prescribed form containing the matters/reports specified or set out in Parts I & II of Schedule II o the Companies Act, 1956. The Prospectus / Statement in lieu of prospectus must be dated and signed by all Directors. Consent of Auditors for inclusion of their name in the Prospectus must be given separately and such statement in lieu of prospectus must be filed within 30 days from the date of passing of the Special Resolution.
3. Particulars of Members, which should not be below 7, duly certified by a Director of Company Secretary of the Company.
4. Particulars of Directors, which should not be less than 3, duly certified by a Director or Company Secretary of the Company.
5. Any alterations relating to the provisions applicable to a Public Company must also be effected in the Articles of Association of the Company.
6. A copy of fee receipt evidencing the filing of latest documents.
Obtain revised Certificate of Incorporation of the Company. Although the company becomes a public limited company immediately on passing the special resolution, the change in its name becomes complete and effective only on the issue of the fresh Certificate of Incorporation.