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Special resolution for a co. conversion from p. ltd. to ltd.

Naveesha (Senior Assistant) (125 Points)

09 August 2011

Kindly provide me specimen of special resollution for a company conversion from private limited to public limited. And also specify the Statement in lieu of prospectus in the same case.

Thanks in adv.

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3 Replies

RG - A Helping Hand (Company Secretary) (13867 Points)
Replied 09 August 2011

Conversion of Private Limited Company into Public Limited Company

“RESOLVED THAT pursuant to the provisions of Section 21, 31, 44 and other applicable provisions of the Companies Act, 1956 if any, the consent of the members be and is hereby accorded to the conversion of this Company into a public limited company and consequently the name of the Company be and is hereby changed from CAC Tyres Private Limited to CAC Tyres Limited by deletion of the word “Private” from the name of the Company.

RESOLVED FURTHER THAT the word “Private” wherever appearing in the Memorandum and Articles of Association of the Company in the name of the Company be and is hereby deleted.

RESOLVED FURTHER THAT the Company Secretary or any Director of the Company be and is hereby authorised to make application, file forms, etc, for change of status of the Company and consequently its name with the Registrar of Companies office and are hereby further authorised to do all such acts, deeds and things as may be required or deemed expedient to implement this resolution.”

Alteration of Articles of Association

The Chairperson further informed the board that to meet the statutory requirements of converting a ‘Private Limited’ Company in to a ‘Public Limited’ Company, the present Articles of Association of the Company needs to be altered to meet statutory requirements of a Public Limited Company. The Board discussed the matter and passed the following resolution unanimously in this connection:

“RESOLVED THAT pursuant to Section 31 and other applicable provisions of the Companies, 1956 existing Articles 1 to 54 of the Articles of Association of the Company be and is hereby deleted and substituted by a new set of Articles 1 to 188, initialed by the chairperson of the meeting for the purpose of identification, as per enclosed Annexure ‘A’.

RESOLVED FURTHER THAT the Company Secretary or any Director of the Company be and is hereby authorised on behalf of the Board of Directors to do all such acts, deeds and things as may be required or deemed expedient to implement this resolution.”

Board resolution for the adoption of S.L.P.

“RESOLVED THAT the draft of the Statement in Lieu of Prospectus made in accordance with the provisions of Schedule III of the Companies Act, 1956, Parts I, II and III, as placed before the Board duly initialed by the Chairman for the purpose of identification be and is hereby approved and that the same be signed by all the directors of the company and delivered to the Registrar of Companies, Uttar Pradesh for obtaining the Certificate of Commencement of Business.

FURTHER RESOLVED THAT Mr. Sampat Jain, Director of the Company be and is hereby authorised to sign and file e-Form 20 to the Registrar of Companies, Uttar Pradesh.

FURTHER RESOLVED THAT the directors of the company be and is hereby authorised to give Power of Attorney in favour of Mr. Sampat Jain, the Director and/or Mr. Neeraj Mehra, Advocate to do all such acts, deeds and things for filing of the above said Statement in Lieu of Prospectus and to make any additions, corrections, alterations, etc. for and on behalf of the Board of directors of the company as may be required or directed by the Registrar of Companies for taking on record and to issue the certificate for Commencement of Business.”