Friday, 23 December 2016

Draft Documents For Conversion of Public Company Into

Private Company

PROCEDURE FOR CONVERSION OF PUBLIC

COMPANY INTO PRIVATE COMPANY
Checklist For Conversion 1.
Call Board Meeting - Issue Notices as per provisions of the Companies Act, 2013, for convening
a meeting of the Board of Directors for Conversion of Public Company into Private Company. The main
Agenda need to be dealt with such Board meeting should be......

Take Approval from Directors for conversion of a public company into a private company by altering the
MOA and AOA subject to the approval of National Company Law Tribunal (NCLT)

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

As per section 102(1) of the Companies Act, 2013, to Approve Notice of EGM along with Agenda and
Explanatory Statement to be annexed to the notice of General Meeting, and to Authorize any Director or
Company Secretary to issue Notice of the EGM by giving 21 clear days notice.
2.
Holding of an EGM - Pass the Special Resolution to get shareholders approval for Conversion
of Public Limited Company into Private Limited Company along with alteration in Articles of Association
and Memorandum of Association.
3.
Filing of e-form with Registrar of Companies (ROC)- Copy of the above mentioned
Special Resolution is required to be filed with concerned ROC by filing e-form MGT-14 within 30 days of
passing special resolution in the EGM along with the following attachments:

Altered Memorandum of Association.

Altered Articles of Association.

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

Certified True copy of Special Resolution.

Notice of EGM along with copy of explanatory statement.

Shorter consent of shareholders, if any. (Check if applicable)

4.
Filing of Petition under Section 14 of the Act- A petition under the second provision to subsection (1) of section 14 of the Act for the conversion of a public company into a private company, shall,
not less than three months from the date of passing of special resolution, be filed to the National
Company Law Tribunal in Form No. NCLT. 1 and shall cover the following particulars:

The date of the Board meeting at which the proposal for alteration of Articles was approved;

The date of the general meeting at which the proposed alteration was approved;

State at which the registered office of the company was situated;

Number of members in the company, number of members attended the meeting and number of
members of voted for and against;

Reason for conversion into a private company, effect of such conversion on shareholders,
creditors, debenture holders and other related parties.

Listed or unlisted public company;

The nature of the company, that is, a company limited by shares, a company limited by guarantee
(having share capital or not having share capital) and unlimited company;

There shall be attached to the application, a list of creditors and debenture holders, drawn up to the latest
practicable date preceding the date of filing of petition by not more than two months, setting forth the
following details, namely:

The names and address of every creditor and debenture holder of the company;

The nature and respective amounts due to them in respect of debts, claims or liabilities;

In respect of any contingent or unascertained debt or any such claim admissible to proof in
winding up of the company, the value, so far as can be justly estimated of such debt or claim:
Provided that the petitioner company shall file an affidavit, signed by the company secretary of the
company, if any, and not less than two directors of the company, one of whom shall be a managing
director, where there is one, to the effect that they have made a full Inquiry into the affairs of the company
and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated
value as given in the list of the debts or claims payable on a contingency or not ascertained are proper
estimates of the values of such debts and claims and that there are no other debts of , or claims against,
the company to their knowledge.
5.
Advertisement of Petition - The company shall at least fourteen days before the date of
hearing advertise the petition in accordance with rule 35 of National Company Law Tribunal Rules, 2016
serve, by registered post with acknowledgment due, individual notice in Form NCLT. No. 3B to each
debenture-holder and creditor of the company; and serve, by registered post with acknowledgment due, a
notice together with the copy of the petition to the Central Government, Registrar of Companies.
6.
Filing of an affidavit with the Tribunal - An affidavit shall be filed to the Tribunal, not less
than three days before the date fixed for hearing, stating whether the petition has been advertised in
accordance with this rule and whether the notices, if any, have been duly served upon the persons
required to be served.

Provided that the affidavit shall be accompanied with such proof of advertisement or of the service, as
may be available.
7.
Filing of order of Tribunal with ROC Once the order from tribunal is received, the same
shall be filed with ROC in e-form INC-27 along with requisite fees. The attachments to be annexed with
this e-form are as follows:

Copy of Special Resolution

Miuntes of EGM

Altered AOA

Copy of order from NCLT

i.

Note: In some cases the ROC may additionally ask for any of the following:
Affidavit from Director or MD or WTD stating following:
o
That Company was never listed with any stock exchange,
o
o

That the company never accepted any deposit,

That there is no demand from Sales Tax or Income Tax or Excise is pending.
Notice to all creditors regarding change.
Copy of certificate of Commencement of Business.
Certified list of Creditors of the Company as on date of EGM.
Certified list of Members of the Company as on date of EGM.
Proof of filing of statutory report with ROC.
List of cases pending before any court of Law where company is a party.
Publication of a notice in English and vernacular language newspapers.

ii.
iii.
iv.
v.
vi.
vii.
viii.

Statutory Fees

Form MGT-14 INR 600

Form INC-27 INR 600

Petition under Section 14 with NCLT - INR 5000

DRAFT FORMAT
COVERING LETTER

____________________ LIMITED

CIN Number : _____________________________

Address : ________, City : _____, Pin Code :______, State: ________

Date:________________
To

The Registrar,
National Company Law Tribunal,
_________ Bench,
Address : ___________,
City : ___________
Pin Code : _______________
State : __________

Sub: Petition for conversion of a Public Company into a Private Company

u/s Section 14(1) of the Companies Act, 2013.

Dear Sir,
Kindly acknowledge the enclosed Petition in Form NCLT-1 along with enclosures in triplicate Copy for
conversion of ___________ Limited, a Public Company into a Private Company u/s Section 14(1) of the
Companies Act, 2013.
Kindly process the same and take into your record. However if any discrepancy arises we are happy to
provide the further explanation or documentation if any required in this matter.
Thanking you,
Yours truly
For and on behalf of the Board
________________ Limited

____________________
Director,
DIN:
Enclosed : Index with List of Enclosures

INDEX
Before the National Company Law Tribunal,
Bench, at __________
In the mater of the Companies Act, 2013

And
In the matter of ________________ LIMITED A COMPANY INCORPORATED
UNDER THE COMPANIES ACT, 1956, HAVING ITS REGISTERED OFFICE
AT _____________, City : ________, Pin Code : ___, State : _________.

.. THE PETITIONER

List of Enclosures:-

Sr.
No.

Annexure

Documents

Annexure 1

Petition in Form NCLT-1.

Annexure 2

Form No. NCLT-2 i.e. Notice of Admission.

Annexure 3

Affidavit verifying the Petition in Form NCLT-6.

Annexure 4

Memorandum of Appearance in Form NCLT-12.

Annexure 5

Certified True Copy of the Memorandum & Articles

of Association of the Company.

Annexure 6

Certified True Copy of the Notice dated

___________, 2016 convening the ExtraOrdinary General Meeting of the Company on
___________, 2016.

Annexure 7

Certified True Copy of Special resolution passed by

the Company in the Extra-Ordinary General
Meeting held on _______, 2016.

Annexure 8

Certified True Copy of Minutes of the ExtraOrdinary General Meeting held on __________,

Page
No.

2016.
9

Annexure 9

Advertisement in an English & Local Language in

Newspaper inviting objection, if any by any
stakeholder.

10

Annexure 10

Affidavit from 2 Directors of the Company stating

that the List of Creditors annexed with the affidavit
is correct.

11

Annexure 11

Certified True copy of the Board Resolution dated

______________, 2016 authorizing the directors
of the company to sign, file and affirm the petition
and other related documents and authorizing Mr.
__________ to appear on behalf of the Company
before the NCLT.

12

Annexure 12

Copy of Demand Draft favoring PAY &

ACCOUNTS OFFICER, MINISTRY OF
CORPORATE AFFAIRS payable at
_________ of Rs. 5000/- having D. D. No.
____________.

Notice of the Extra Ordinary General Meeting

=================================================================

Notice is hereby given that the First Extra Ordinary General Meeting of the
Members of ____________ Limited (Company) will be held on
____, ___, 2016 at 3.00 p.m. at ______________, City : ________, Pin
Code : _____, State : ________ to transact the following special business:
=======================================================
=====

SPECIAL BUSINESS:
1. CONVERSION OF COMPANY INTO PRIVATE LIMITED COMPANY:

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a
Special Resolution:
RESOLVED THAT pursuant to the provisions of section 13, 14 and any other applicable provisions of
the Companies Act, 2013, if any and subject to the approval of the Tribunal, (powers delegated to the ROC
by Central Government vide General Circular No. 18/2014 dated June 11, 2014) the consent of the
shareholders of the Company be and is hereby given to convert the Company from 'Public Limited' to
'Private Limited' and consequently the name of the company be changed from ____________
LIMITED to _____________- PRIVATE LIMITED by inserting the word 'Private' before the word
'Limited'.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors
of the Company be and is hereby authorized to execute all such documents, instruments and writings as
may be required and to take all such steps and actions and give such directions as may in its absolute
discretion deem necessary and to settle any question that may arise in this regard.
RESOLVED FINALLY THAT any of the Directors be and are hereby severally authorized to do all such
acts, deeds and things as may be necessary or expedient to give effect to this resolution.

2. ALTERATION OF NAME CLAUSE CONTAINED IN THE MEMORANDUM OF

ASSOCIATION:
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a
Special Resolution:
RESOLVED THAT pursuant to the provisions of Section 13 and any other applicable provisions of the
Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the rules framed
thereunder the consent of the Members be and is hereby accorded for substituting Clause I of the
Memorandum of Association of the Company with the following clause:
The Name of the Company is __________ PRIVATE LIMITED.

3. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY

PURSUANT TO THE COMPANIES ACT, 2013 AND CONVERSION TO A PRIVATE LIMITED
COMPANY:

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a
Special Resolution:

RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any,
of the Companies Act, 2013 (the Act) read with Companies (Incorporation) Rules, 2014, including
any statutory modifications or re-enactment thereof from time to time, the Articles of Association of
the Company be and is hereby altered to be in conformity with the provisions of the Act relating to a
private limited company and thereby inserting the restrictive clause as per Section 2(68) of the Act.
RESOLVED FURTHER THAT the new set of Articles of Association pursuant to the Act
primarily based on the Form of Table F of Schedule I under the Act, be and is hereby approved and
adopted as new set of Articles of Association in the place of existing Articles of Association of the
Company.
RESOLVED FURTHER THAT any of the Directors be and are hereby severally authorised to do all
such acts, deeds and things as may be necessary or expedient to give effect to this resolution.

For and on behalf of the Board

_______________ Limited

_________________
Director
DIN:_________
Place:___________
Date: __________, 2016

Notes:
1. A member entitled to attend and vote at the Extraordinary General Meeting (the Meeting) is entitled
to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of
the Company.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not
more than ten percent of the total share capital of the Company carrying voting rights. A member holding
more than ten percent of the total share capital of the Company carrying voting rights may appoint a
single person as proxy and such person shall not act as a proxy for any other person or shareholder.
2. Corporate members intending to send their authorized representatives to attend the Meeting are
requested to send to the Company a certified copy of the Board Resolution authorizing their
representative to attend and vote on their behalf at the Meeting.
3. Proxies, if any, in order to be effective must be received at the Companys Registered Office not late
than 48 hours (forty eight hours) before the time fixed for holding the meeting.

4. Members are requested to bring their copies of the Notice to the Meeting. Members/proxies attending
the Meeting should bring the Attendance Slip, duly filled, for handing over at the venue of the meeting.
5. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is appended hereto.

EXPLANATORY STATEMENT
____________________ LIMITED

CIN Number : ________________________________________

Address : _______, City : _______, Pin Code :_______, State: ________

EXPLANATORY STATEMENT U/S 102 OF THE COMPANIES ACT, 2013

ITEM 1:
As the members are aware that the Company was originally incorporated on _________ as a public
limited company. The Board of directors considered that since there is no involvement of public in the
shareholding or management of the Company, it would be appropriate to convert the Company into the
Private Limited Company to avoid unnecessary formalities and to obtain privileges which are available to
the Private Limited Companies under the Companies Act, 2013 which would help the management to
carry out its affairs efficiently & economically.
As per the provisions of the Companies Act, 2013, the consent of the members by way of special resolution
is required for conversion of the Company to a private limited company.
The Members are requested to note that the amendment is subject to the approval granted by the
Registrar of Companies, ___________, Ministry of Corporate Affairs and such other regulatory
authorities, as may be required.
Directors and their relatives are concerned or interested in the said resolution only in their capacity as a
member of the Company.

ITEM 2:

The conversion of the Company to a private limited company will result in amending the name clause of
the Memorandum of the Company since the name of the Company will change from _________
LIMITED to ___________ PRIVATE LIMITED.
In terms of Section 13 of the Companies Act, 2013, the consent of the members by way of special
resolution is required for amendment of the Memorandum of Association of the Company. The Board has
approved the amendment at its meeting held on ________, 2016.
The Members are requested to note that the amendment is subject to the approval granted by the
Registrar of Companies, __________, Ministry of Corporate Affairs and such other regulatory
authorities, as may be required.
Directors and their relatives are concerned or interested in the said resolution only in their capacity as a
member of the Company.

ITEM 3:
The Company was incorporated under the provisions of The Companies Act, 1956 and deemed to exist
within the purview of The Companies Act, 2013. Hence the existing Articles of Association (AOA) were
based on the Companies Act, 1956 and several clauses/regulations in the existing AOA contain references
to specific sections of The Companies Act, 1956 which are no longer in force.
With the coming into force of The Companies Act, 2013, several regulations of the existing AOA of the
Company require alteration or deletions at several places. Also, as it is proposed to convert the Company
into a Private Limited Company, it is considered expedient to adopt new set of Articles of Association
(primarily based on Table F set out under the Companies Act, 2013), in place of existing Articles of
Association of the Company instead of amending the Articles of Association by alteration/incorporation of
provisions of the Companies Act, 2013 applicable to a private limited company.
In terms of section 5 and 14 of the Companies Act, 2013, the consent of the members by way of special
resolution is required for adoption of new set of Articles of Association of the Company.
The Members are requested to note that the amendment is subject to the approval granted by the
Registrar of Companies, __________, Ministry of Corporate Affairs and such other regulatory
authorities, as may be required.
Directors and their relatives are concerned or interested in the said resolution only in their capacity as a
member of the Company.

For and on behalf of the Board

___________ Limited

__________________
Director
DIN: ______
Place: _____
Date: -_______, 2016

BOARD RESOLUTION
____________________ LIMITED
CIN Number : ________________________________________

Address : _______, City : _______, Pin Code :_______, State: ________

============================================================
======
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED AT THE FIRST EXTRAORDINARY GENERAL MEETING OF THE MEMBERS OF ______________ LIMITED
HELD ON _______, ______, 2016 AT 03.00 P.M. AT ______________, CITY :

_____________, PIN CODE : __________, STATE : ________

=======================================================
=====

1. CONVERSION OF COMPANY INTO PRIVATE LIMITED COMPANY:

RESOLVED THAT pursuant to the provisions of section 13, 14 and any other applicable provisions of
the Companies Act, 2013, if any and subject to the approval of the Tribunal, (powers delegated to the ROC
by Central Government vide General Circular No. 18/2014 dated June 11, 2014) the consent of the
shareholders of the Company be and is hereby given to convert the Company from 'Public Limited' to
'Private Limited' and consequently the name of the company be changed from ______ LIMITED to
______ PRIVATE LIMITED by inserting the word 'Private' before the word 'Limited'.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors
of the Company be and is hereby authorized to execute all such documents, instruments and writings as
may be required and to take all such steps and actions and give such directions as may in its absolute
discretion deem necessary and to settle any question that may arise in this regard.

RESOLVED FURTHER THAT any of the Directors be and are hereby severally authorized to do all
such acts, deeds and things as may be necessary or expedient to give effect to this resolution.

2. ALTERATION OF NAME CLAUSE CONTAINED IN THE MEMORANDUM OF

ASSOCIATION:
RESOLVED THAT pursuant to the provisions of Section 13 and any other applicable provisions of the
Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the rules framed
thereunder the consent of the Members be and is hereby accorded for substituting Clause I of the
Memorandum of Association of the Company with the following clause:
The Name of the Company is __________ PRIVATE LIMITED.

3. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY

PURSUANT TO THE COMPANIES ACT, 2013 AND CONVERSION TO A PRIVATE LIMITED
COMPANY:
RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any,
of the Companies Act, 2013 (the Act) read with Companies (Incorporation) Rules, 2014, including
any statutory modifications or re-enactment thereof from time to time, the Articles of Association of
the Company be and is hereby altered to be in conformity with the provisions of the Act relating to a
private limited company and thereby inserting the restrictive clause as per Section 2(68) of the Act.

RESOLVED FURTHER THAT the new set of Articles of Association pursuant to the Act
primarily based on the Form of Table F of Schedule I under the Act, be and is hereby approved and
adopted as new set of Articles of Association in the place of existing Articles of Association of the
Company.
RESOLVED FURTHER THAT any of the Directors be and are hereby severally authorised to do all
such acts, deeds and things as may be necessary or expedient to give effect to this resolution.

For and on behalf of the Board

_________- Limited

__________
Director
DIN: ____

BOARD RESOLUTION FOR AUTHORITY

========================================================================
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION PASSED AT THE _____ MEETING
OF THE BOARD OF DIRECTORS OF ________ LIMITED HELD AT THE REGISTERED
OFFICE OF THE COMPANY AT ____________, CITY : _____, PIN CODE : ______ ON
___, ______, 2016
========================================================================

RESOLVED that Mr. ______________, Director of the Company and in his non-presence any other
Director of the company be and are hereby jointly and severally authorised to file the petition as required
under Section 14 (1) of the Companies Act, 2013 read with relevant rules before the Honorable National
Company Law Tribunal, ______ Bench for seeking approval for conversion of the Company from
________- Limited (Public Company) to ______________ Private Limited (Private Limited).

RESOLVED FURTHER that Mr. __________, Director of the Company and in his non-presence any
other Director of the company be and is hereby jointly and severally authorised to sign necessary
documents, affirm, execute and file affidavits, applications or any other documents or paper in connection
therewith and to do all such acts deeds or things as may be considered necessary for the purposes of filing
the aforesaid petition and disposal thereof, including making corrections and alterations in the petitions
and applications.

RESOLVED FURTHER that Mr. ___________, Proprietor/Partner/Director of __________ and a

Company Secretary in Whole time Practice, be and is hereby authorised to represent, sign and verify the
application in terms of National Company Law Tribunal Rules, 2016 and to represent the company before
the National Company Law Tribunal, __________- Bench and to do all such acts and things as may be
considered necessary or expedient in this regard.

For and on behalf of the Board

_____________ Limited
_____________
Director
DIN: ________

List of Creditors of ___ Limited

As on dated ____

Sr.
No.

Name & Address of the Creditor

1.

_______________ Private Limited

Address :

2.

_______________ Limited
Address :

Outstanding
Balance as on
dated_______
___________/-

___________/-

FOR ______________ LIMITED

__________________
Director
DIN NO. __________

Affidavit Verifying the Creditors

Before the National Company Law Tribunal,
Bench, at ___________
In the mater of the Companies Act, 2013
And

In the matter of _______________ LIMITED A COMPANY INCORPORATED

UNDER THE COMPANIES ACT, 1956, HAVING ITS REGISTERED OFFICE
AT ________, CITY : _________, PIN CODE : _________, STATE :
__________.

..

THE PETITIONER

AFFIDAVIT
We, _______________, S/o. ________________ residing at __________, City :
_________, Pin Code : _________, State : __________.
And
_______________ S/o. _______________ residing at __________, City :
_________, Pin Code : _________, State : __________, Directors
of _______________ Limited having its Registered office of the Company
at __________, City : _________, Pin Code : _________, State : __________,
do solemnly and sincerely state that we have made full inquiry into the affairs of the
Company and having done so we have formed the opinion that list of creditors
enclosed herewith is correct, and that the estimated value as given in the list of the debts
or claims payable on a contingency or not ascertained are proper estimates of the values
of such debts and claims and that there are no other debts of, or claims against, the
company to their knowledge.

________________ LIMITED

________________

(Name of Director)
DEPONENT
Director
DIN No. ________

________________
(Name of Director)
DEPONENT
Director
DIN No. _________

Dated of ,________ 2016.

Before me.........................

NCLT PETITION
FORM NO. NCLT. 1
[see rules 34, 64, 66, 67, 68, 69, 70, 71, 73, 74, 75, 77,
78, 79, 80, 81, 83, 86 and 87]

Before the National Company Law Tribunal,

Bench, at _____________
In the mater of the Companies Act, 2013
And
In the matter of ___________________ LIMITED A COMPANY
INCORPORATED UNDER THE COMPANIES ACT, 1956, HAVING ITS
REGISTERED OFFICE AT ________, CITY : _________, PIN CODE :
_____, STATE : __________.

..

THE PETITIONER

The humble petition of __________________ Limited, the petitioner

above named respectfully shows:

Details of Original Application :

a) That the petitioner above named (hereinafter referred to as the 'Company') was
incorporated in _______________ on ___________, ______, as a Public
Company limited by shares under the name of ______________ LIMITED under
the Companies Act, 1956. The current status of the Company is Unlisted Public
Company.
b) That the Registered Office of the Company is situated in the state of _______
at ____________, CITY : _________, PIN CODE : _________.
c) That the Authorised Share Capital of the Company is Rs. _____________/(Rupees _____________ only) divided into _____________- (___________

only) equity shares of Rs. _____/- (Rupees _____ Only) each. The current issued,
subscribed and paid-up capital of the Company is Rs. _______/-(Rupees
__________ only) divided into _____ (_____________- only) equity shares of
Rs._____/- (Rupees Ten Only) each.
d) That the main objects for which the Company was incorporated, as given in the
Memorandum of Association are as under:
To carry on the business of________________________" (Insert your Main

object).

Jurisdiction of the Bench:

The Registered Office of the Company is at _________, which is well within the
jurisdiction of the National Company Law Tribunal, _______ Bench.

Limitation:
The Petitioner further declares that the petition is within the limitation laid down in
section u/s 14 (1) read with relevant rules of the Companies Act, 2013.

Facts of the case are given below:

The Company was originally incorporated on__________ as a public limited company and since there is
no involvement of public in the shareholding or management of the Company, it was thought appropriate
to convert the Company into the Private Limited Company to avoid unnecessary formalities and to obtain
privileges which are available to the Private Limited Companies under the Companies Act, 2013 which
would help the management to carry out its affairs efficiently & economically. The conversion will not
have any adverse effect on any of the shareholder, creditor or any other related party.

Accordingly, a meeting of Board of Directors was held on_________, 2016 and it was:

RESOLVED THAT consent of the Board of directors be and is hereby accorded for converting the
Company into a Private Limited Company & to adopt new set of Articles of Association primarily based on
the Form of Table F of Schedule I under the Companies Act, 2013 subject to the approval of shareholders
of the company by way of special resolution in General Meeting.

RESOLVED FURTHER THAT any of the Directors be and is hereby authorized to prepare the draft
new set of Articles of Association & Memorandum of Association for the purpose of presenting before the
shareholders for their approval.

RESOLVED FURTHER THAT an Extra Ordinary General Meeting of the shareholders of the company
be called on _______ i.e., ___th ______, 2016 at 03.00 P.M. at the Registered Office
i.e.

____________, City : _________, Pin Code : _________, State :

__________, for inter alia, passing the Special Resolution.

RESOLVED FURTHER THAT the draft notice for convening the EGM is placed before the Board to
pass the above mentioned matter and the same is be and hereby approved.

RESOLVED FURTHER THAT any of the Directors of the company be and is hereby authorized to sign
and issue the same.

RESOLVED FURTHER THAT any of the Directors of the company be and is hereby authorized to sign
and file the required forms as prescribed under Companies Act, 2013 with the Registrar of Companies and
to do all other acts, deeds and things as may be required in this regard.

RESOLVED FURTHER THAT Mr. ___________, Practicing Company Secretary be and is hereby
duly engaged for the purpose of certification of the said form and he is authorized to take all the necessary
actions, steps as may be necessary in this matter.

Thereafter, the Company in its Extra-Ordinary General Meeting held on_________, 2016 passed a
Special Resolution as under:-

RESOLVED THAT pursuant to the provisions of section 13, 14 and any other applicable provisions of
the Companies Act, 2013, if any and subject to the approval of the Tribunal, (powers delegated to the ROC
by Central Government vide General Circular No. 18/2014 dated June 11, 2014) the consent of the
shareholders of the Company be and is hereby given to convert the Company from 'Public Limited' to
'Private Limited' and consequently the name of the company be changed from ______________
LIMITED to _____________ PRIVATE LIMITED by inserting the word 'Private' before the word
'Limited'.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors
of the Company be and is hereby authorized to execute all such documents, instruments and writings as
may be required and to take all such steps and actions and give such directions as may in its absolute
discretion deem necessary and to settle any question that may arise in this regard.

RESOLVED FURTHER THAT any of the Directors be and are hereby severally authorized to do all
such acts, deeds and things as may be necessary or expedient to give effect to this resolution.

The total nuber of members in the Company are 13 out of which 7 members attended the Meeting and all
the resolutions as were set out in the Notice of Extra-Ordinary General Meeting held on
______________, 2016 were unanimously passed by all the 7 members who attended the meeting and
there were no votes against any of the resolution.

Relief sought

The Petitioner therefore briefly prays your Honour:

a.

To confirm the alteration of the Petitioner Company into a Private Limited Company along with

the alteration in the Memorandum & Articles of Association of the Company of the name of the Company
from ______________ LIMITED to _____________ PRIVATE LIMITED
b.

Such further order or orders be made and/or directions be given as this Hon'ble

National Company Law Tribunal may deem fit and proper.

Particulars of Bank draft evidencing payment

of fee for the petition or application made:
Branch of the Bank on which drawn:

Name of the issuing branch:

Demand Draft No

Date..

Amount Rs. 5000/-

For and on behalf of the Board

__________________ LIMITED

____________________
Director
DIN: ________________

Place: _______
Date:______

FORM NO. NCLT. 2

[See rule 34]

Before the National Company Law Tribunal,

Bench, at______

NOTICE OF ADMISSION

Date:____________________
From: ___________________ Limited
To: The Registrar,
NCLT (______ Bench)

__________________ Limited Applicant

The Party named above requests that the Tribunal grant the following
relief:
To confirm the alteration of the Petitioner Company into a Private Limited Company
along with the alteration in the Memorandum & Articles of Association in the name of
the Company from _______________ LIMITED to ________________
PRIVATE LIMITED in terms of Section 14 (1) of the Companies Act, 2013.
For the following reasons:
The Company was originally incorporated on _______________ as a public limited
company and since there is no involvement of public in the shareholding or
management of the Company, it was thought appropriate to convert the Company into
the Private Limited Company to avoid unnecessary formalities and to obtain privileges
which are available to the Private Limited Companies under the Companies Act, 2013
which would help the management to carry out its affairs efficiently & economically.
The Company accordingly in the Annual General Meeting held on
_______________, 2016 approved the conversion of the Company into a Private
Limited Company.

In support of this Application, the applicant has attached an affidavit setting out the facts on which the
Applicant relies.

For and on behalf of the Board

__________________ LIMITED

____________________
Director
DIN: ________________

Place: _______
Date:______

This form is prescribed under Rule under 34 of the NCLT Rules, 2016.

Company Petition No. ____________ of 2016.

FORM NO. NCLT. 6

(GENERAL)
[See rule 34]

Before the National Company Law Tribunal,

Bench, at _______

In the mater of the Companies Act, 2013

And
In the matter of ______________ LIMITED

General Affidavit Verifying Petition

I, __________________, son of ________________, aged _____ residing at____________,

City : _________, Pin Code : _________, State : __________, do solemnly affirm and
say as follows:

1. I am a director of _____________ Limited, the petitioner in the above matter I and am duly
authorized by the said petitioner to make this affidavit on its behalf.

2. The statements made in paragraphs I to VI of the petition herein now shown to me are true to my
knowledge, and the statements made in paragraphs I to VI are based on information, and I believe them
to be true.

I solemnly state that the contents of this affidavit are true to the best of my knowledge and belief and that
it conceals nothing and that no part of it is false.

Signature : ______________________
(Deponent)

VERIFICATION
I verify that the contents of this affidavit are true to the best of my knowledge and belief.

Place: __________

Date : _____________

Signature : ______________________
(Deponent)

FORM NO. NCLT. 12

(see rule 45)

Memorandum of appearance
To
The Registrar,
National Company Law Tribunal,
__________ Bench,

In the matter of ________________ Limited.

(C.P. NO. of 2016)

Sir/Mam,

Kindly note that I, ______________, Company Secretary in practice, Proprietor/Partner/Director of

______________, duly authorised to enter appearance, and do hereby enter appearance, on behalf
__________________ Limited, the petitioner in the above-mentioned petition.

A copy of the resolution passed by the Board of Directors authorising me to enter appearance and to act
for every purpose connected with the proceedings for the said party is enclosed, duly signed by me for
identification.

Yours sincerely,

For __________________

(Address), __________
City : _______
Pin Code : _____
Contact :________
Email : __________
Dated . day of 2016