Public Company to Private Company

Section 14 of Companies Act, 2013 plays an important role with respect to conversion of a public company into a private company. A conversion of a public company into a private company involves alteration of article of association of public company which cannot be done without previous approval of NCLT.

Process 

• Pass a board resolution to get the in-principal approval of Directors for conversion of a Private company into a public company by altering the AOA.
• Issue Notice of the Extra-ordinary General Meeting (EGM) to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013.
• Holding of Extra Ordinary General Meeting and passing of Special Resolution.
• The copy of special resolution along with the prescribed documents is required to be filed with concerned ROC in e-form MGT.14 within 30 days of passing special resolution.
• A petition to NCLT in Form No. NCLT-1 along with the necessary attachments shall be filed with the Tribunal not less than three months from the date of passing of special resolution.
• The company shall at least fourteen days before the date of hearing :

1. Advertise the petition in Form NCLT-3A, at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situate, and at least once in English language in an English newspaper circulating in that district.
2. serve by registered post with acknowledgement due, individual notice in Form NCLT. No. 3B on each debenture-holder and creditor of the company; and
3. serve by registered post with acknowledgement due, a notice together with the copy of the petition to the Central Government, Registrar of Companies and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any other Act.

• File E-Form INC-27 to the RoC within 30 days from the date of receiving of order of NCLT.
• Issue of Fresh Certificate of Incorporation by Registrar. 

Documents Required 

• Copy of Board Resolution and Special Resolution
• Altered AoA and MoA
• Petition to NCLT