Browse Month: August 2016

Conversion from Public to Private Company




The Companies Act, 2013 was expected to simplify the provisions but on the contrary it brought lot of restrictions on doing business. Therefore, many public companies are converting themselves into private limited company.


Legal Provisions related to Conversion of Public Company into Private Company are given in Section 18 and 14 of the Companies Act, 2013 read with Rule 33 of Companies (Incorporation) Rules, 2014.

As per Section 13 and Section 14 of the Companies Act 2013 read with Rule 33 of Companies (Incorporation) Rules, 2014. A public company can be converted into the private company only after obtaining its shareholders approval by way of passing of special resolution in general meeting.


[As per Second Proviso of Section 14(1)]

For Conversion of Public Company into Private Limited Company foremost requirement is Alteration in Article of Association of Company. According to the Act alteration of article of association of public company cannot be done without previous approval of Tribunal.


But as per General Circular No. 18/2014 dated June 11, 2014 “For Conversion of Public Company into Private Limited Company the corresponding provisions of Companies Act, 1956 shall remain in force till corresponding provisions of Companies Act, 2013 are notified. Power of Central Government will be vest into the ROC.




In accordance with the provisions of section 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors.

Main agenda for this Board meeting would be:



1. Pass a board resolution to get in principal approval of Directors for conversion of a public company into a private company by altering the AOA subject to the approval of Central Government;

2. Fix date, time and place for holding Extraordinary General meeting (EGM) to get approval of shareholders, by way of Special Resolution, for conversion of a public company into a private company.

3. To approve notice of EGM along with Agenda and Explanatory Statement to be annexed to the notice of General Meeting as per section 102(1) of the Companies Act, 2013;

4. To authorize the Director or Company Secretary to issue Notice of the Extra-Ordinary General meeting (EGM) as approved by the board.



1.  Provisions of the Section 101 of the Companies Act 2013 provides for issue of notice of EGM in writing to below mentions at least 21 days before the actual date of the EGM :

·   All the Directors.

·  Members

·  Auditors of Company




1.   Check the Quorum.

2.  Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146).

3. Pass Special Resolution.[Section-114(2)] to get shareholders’ approval for Conversion of Public Limited Company into Private Limited Company along with alteration in articles of association.

4.       Approval of Alteration in MOA & AOA.



For alteration in Article of Association for conversion of public company in Private Company under section 14, few E-forms will be filed with concerned Registrar of Companies at different stages as per the details given below

1.        E- Form MGT.14

As per Section 117(3) Copy of this special resolution is required to be filed with concerned ROC through filing of form MGT.14 within 30 days of passing special resolution in the EGM.



i. Notice of EGM along with copy of explanatory statement under section 102;

ii. Certified True copy of Special Resolution;

iii. Altered memorandum of association;

iv. Altered Articles of association

v. Certified True copy of Board Resolution may be attached as an optional attachment.

It is relevant to note that first you have to file form MGT.14 as SRN No. of form MGT.14 will be used in form INC.27

Accordingly, an Application for conversion of a public company into a private company is required to be filed in e-Form INC.27 to the ROC concerned, with all the necessary annexure and with prescribed fee.



i.      It is mandatory to attach Minutes of the member’s meeting where approval was given for conversion and altered articles of association.

ii.      No need to attach copy of order of Competent Authority.

iii.    Altered Articles of Association.

iv.    Other information if any can be provided as an optional attachment


 Some ROC require following further documents in INC-27.

i.   Affidavit from Director or MD or WTD stating following:

ü.  That Company was never listed with any stock exchange, never it accepted any deposit;

üi.  Letter of no objection have been obtained from all creditors   /Debentures holders.

iv.  No demand from Sales Tax or Income Tax or Excise is pending

v.   Copy of certificate of Commencement of Business.

vi.  Certified list of Creditors of the Company as on date of EGM.

iv.  Certified list of Members of the Company as on date of EGM.

v.   Proof of filing of statutory report with ROC.

vi.  List of cases pending before any court of Law where company is a party.

If ROC satisfied then ROC shall close the former registration and issue fresh certificate of incorporation, after registering the documents submitted for change in class of company.




Mandatory Registers Required under Companies Act, 2013



From Incorporation to Liquidation for any Company, various Registers are required to be prepared and updated from time to time, as it is a statutory Requirement as prescribed under the provisions of Companies Act, 2013 and the relevant rules made thereunder.

There are Different Registers to be maintained. Not all the registers are needed to be maintained, however it depends upon the nature of Company (Whether it is Private Company, Public Unlisted Company or Public Listed Company, One-Person Company).

List of Registers as per Companies Act, 2013

Sr. No Relevant Sections & Rules Register Name
1. Sec. 46(3) & Rule 6(3) of Companies (Share Capital and Debenture rules) 2014


Register of Renewed and Duplicate Share Certificate
2. Section 54 and Rule 8(14) of the Companies (Share Capital and Debentures) Rules 2014


Register of Sweat Equity Shares
3. Section 62 (1)(b) and Rule 12(10) the Companies (Share Capital and

Debentures) Rules 2014


Register of Employee Stock Options
4. Section 68(9) and Rule 17 (12) of the Companies (Share Capital and Debentures) Rules 2014


Register of shares or other securities bought-back
5. section 85 and Rule 10(1) of the Companies (Registration of Charges) Rules, 2014


Register of charges
6. section186(9) & rule 12(1) Register of loans, guarantee, security and acquisition made by the company


7. Section 187(3) and Rule 14(1) Register of investments not held in its own name by the company


8. Section 189(1) and Rule 16(1) Register of contracts with related party and contracts and Bodies etc. in which directors are interested


9. Section 88 (1)(a) and Rule 3(1) of the Companies (Management and Administration) Rules, 2014


Register of Members
10. Section 88 (1)(b) and(c) and Rule 4 of the Companies (Management and Administration) Rules, 2014


Register of debenture holders/ other securities holders






MCA Update



Amendment in Incorporation Rules dated 27.07.2016

Following are the major amendments mentioned in the Notification:

*1. Subscription Sheet of Incorporation*
Now, the type written or printed particulars of the subscribers and witnesses shall be allowed as if it is written by the subscriber and witness so long as they append his or her signature or thumb impression.


*2. Proofs of Subscribers*
In case the subscriber is already holding a valid DIN, and the particulars provided therein have been updated as on the date of application, and the declaration to this effect is given in the application, the proof of identity and residence need not be attached.


*3. Form INC-10 is omitted. * 
Now, no need to attach Form INC-10 in Incorporation application.


*4. Publication of name by Company*
Every company which has a website, shall disclose/publish its name, address of its registered office, CIN, etc. on the landing/home page of the said website.


*5. Shifting of RO from One state to another*

  1. NOC from RBI to be attached with Form INC-23, in case Company is registered NBFC.
    b. In case of Listed Company, now no need to serve notice along with copy of application to SEBI.