Ministry of Corporate Affairs is considering to prescribe following guidelines for conversion of a section 25 company to an ordinary company: –
I. A section 25 Company may apply to Registrar of Company in e-form 61 for its revocation of license under section 25 (7) of the Act. Such section 25 Company should satisfy following conditions: –
(a) The company should have passed a resolution in general meeting to convert itself into a non section 25 company which should have been approved by all members/shareholders of the company by adopting revised Memorandum and Articles of Association.
(b) The company has not commenced any activity or operation since its incorporation.
(c) The company has not received any donation, grants or contribution etc., other than from its members.
(d) Where the company has obtained any special status from any authority such as Income Tax, Commissioner of Charity or any organization or Department of Central Government, State Government, Municipal Body or any recognized authority then a “No Objection Certificate” has to be obtained from the
concerned authority.
(e) The existing assets, if any has to be transferred to a similar object company before converting it into a non-section 25 company.
(f) The company should have filed its all upto date Balance Sheets and Annual Returns.
(g) The Directors have to file an affidavit confirming above compliances/ status.
(h) A certificate from practicing Chartered Accountants/ Company Secretary/ Cost Accountant certifying the above status / compliances by the company.
The above are proposed guidelines and furnish for your comments/recommendations to the Ministry by 15th July, 2011 by e-mail on following e-mail addresses.
monika.gupta @ mca.gov.in
kamna.sharma @ mca.gov.in
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