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CA RAHUL KHANDELWAL

CA., CS., M.com.

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THE PROCEDURE FOR CONVERSION OF A PRIVATE COMPANY INTO A PUBLIC COMPANY

1. Convene and hold a Board Meeting for the following purpose : -

i. To consider and approve the proposal of converting the private company into a public company;

ii. To decide day, date , time and venue of the general meeting where special resolution is proposed to be passed;

iii. To approve the notice of general meeting to be issued; and iv. To authorize the Company Secretary / Director to issue the notice of general meeting.

2. Issue the notice of general meeting to all the members, auditors and directors.

3. At the general meeting, the company must pass a special resolution altering its articles in such a manner that they no longer include the restrictive provisions of Sec. 3 (1) (iii) of the and other articles inconsistent with the needs of a public company. The name of the company also needs to be altered be deleting the word ‘private’ by a special resolution u/s 21. 4. Within 30 days of the passing the special resolution, the following shall be filed with the Registrar of Companies:-

i. a printed or typed written copy of the special resolution along wih the explanatory statement in Form No. 23 after paying the requisite fees;

ii. a prospectus or a statement in the lieu thereof.

5. If the number of members is below 7 , steps should be taken to increase the number of members to at least 7 and that the number of directors should be increased to atleast 3, if they are only 2 directors. Further, if the paid-up capital is led than Rs. 5 lacs, then it should be increased to at least Rs. 5 lacs.

6. To get the fresh certificate of incorporation issued by the Registrar.

7. The Change of name will be noted in the memorandum and articles of association, letter heads, bills, common seal, etc.

ALTERATION IN MOA :-

Change of Name : Special Resolution and written approval of Central Government (Power delegated to ROC), E-Form No. 23 files within 30 days of passing the Special resolution. Form No. 1B applicable for change of name.

Rectification of Name : Ordinary Resolution and written approval of Central Government (Power delegated to Regional Director) it required to be carried out if the existing name is undesirable i.e. it is identical or similar with the name of other company.If Central govt. direct to rectify the name then complied with in 3 months from the date of direction. E-Form No. 24A shall be file to R.D. for approving the change of name.

Change of Registered Office : (i) Change within Local Limits of same town(Sec-146) : Company can do it by passing Board Resolution. Notice of change is to be given to ROC in Form No. 18 within 30 Dys of such change. This Change of registered office does not involve alteration of memorandum.

(ii) Change from one city to another within same State: Special Resolution in General Meeting. Form No. 23 filed to ROC within 30 days. Form No. 18 also filed to provide the detail of new registered office. This Change of registered office does not involve alteration of memorandum.

(iii) City Change , Same State but Change of Jurisdiction : Special Resolution in general meeting and confirmed by Regional Director. This Change also does not involve alteration of memorandum.

(iv) State Change : Special resolution is required to be passed in general meeting , confirmed by CLB (Application in Form No. I ) File Form No. 23 together with Copy of S.R. (Special Resolution)& explanatory statement to ROC within 30 days from the date of passing the S.R. The CLB may make an order conforming the alteration on such terms & conditions. Section 18 Provides that the Co. shall file a certified true copy of the order of CLB in Form No. 21 with ROC within 3 Months from the date of confirmation order; together printed copy of altered MOA as altered. ROC certify the same within one month. Registrar of the State from which the registered office is being shifted will send to the registrar of the other state all the documents relating to the company registered office.

Alteration of Object Clause : Special Resolution in General Meeting. Company shall file a copy of S.R. in Form No. 23 with ROC within one month together printed copy of MOA as altered. The ROC register and verify the same within one month from the date of filing such document. Alteration of Liability Clause : In general, this clause of Company cannot altered. However, Section 32 provides for the registration of an unlimited company as limited company. Here everything remain same, except that the liability of the members will be changed from Unlimited to Limited. It may be noted that the liability of the members can never be increased.

Alteration of Capital Clause : Section 94 provides that a company limited by shares may, by passing Ordinary Resolution in a general meeting , alter the capital clause of its memorandum; provided authority to alter is given to it by AOA. A notice of alteration is required to be files with the ROC in form No. 5 within 30 days.

Hey Everyone its really a nice way to solve Querry which cant be solved by reading books. And the seniors are really doing a great job by helping us.

I have also have a Querry its regarding Voluntry Offer as per new takeover Code.

Can anyone please guide me, What actually is voluntry offer and why its made????

Voluntary Offer means the offer given by the Acquirer voluntarily without triggering the Open Offer requirements under the SEBI Takeover Regulations.

As per Regulation 6, it is an offer made by a person who himself or through Persons acting in concert , holds 25% or more shares or voting rights in the target company.

Experts kindly confirm...

Regards,

Shristi

HI

even i am gonna appear for cs final this june couldn't start studying as yet ..please help how and where to start from..pls help me with notes,suggested answers,scanners ..please..help as soon as possible

Regards 

Nidhi

NIDHI

First of all, Choose the groups for  EXAM

thanks mukesh bhaiya

i have aplied for all groups but i doubt if i really prepare for pls suggest

Nidhi Sry as Just 20 days are left, so u have to choose any one or 2 modules. as the same case with me.. so i am going with Ist and IVth . This time Just Kedia Notes and Scanner.

kedia notes?

Plz Refer Sangeet Kedia Notes...

can u help me out with sangeet kedia notes i dnt hv them nd do you have suggested answers?