Take the necessary decision by converting a board meeting to inform all or any of the existing articles of association and fix up the place, day, time and agenda for a general meeting for passing special resolution to effect the change. Section 14(1) in the 2013 Act (corresponding to Section 31(1) in the 1956 Act). Also ensure that the notice for the meeting is issued at least seven days. Before the meeting and the procedure laid down. Which is mandatory effective from 01-07-2015 in respect of all meetings of a company board or its committees on or after the said date.
Alter the articles of association of your company
2.The alterations may have the affect of:
(a) converting a private limited company into a public limited company or
(b) converting a public limited company into a private limited company.
3. Any alteration which has the effect of converting a private limited company into a public limited company shall not take effect. Unless such alteration is approved by the National Company Law Tribunal constituted. Under Section 408 of the 2013 act. It has not yet been notified and the National Company Law Tribunal. It has not yet been constituted the application for grant of approval to the alteration. The articles which has the effect of converting a private limited company to a public limited company will have to be preferred with the ROC having jurisdiction over the company.
4. See the following :
(a) any such alter in the articles of the company proves to the provisions of the companies act 2013. The conditions are includes in the memorandum of organization of the company.
(b) any such change does not have the effect of an company is converting a public limited company into a private limited company. Unless the alteration of the articles for this purpose is approved by the ROC.
5. Keep in mind that if a public limited company is converted into a private limited company that private limited company will still be treated as a public limited company even. After conversion if it is a subsidiary of a public limited company.
6.It is pertinent to note that although a private limited company which is a company of a public limited company would be deemed to be a public limited company. The Subsidiary private limited company may continue to be a private limited company as per its articles.
7. Issue notices” for the general meeting by offering not less than twenty-one days’ perceive in writing, proposing the special resolution and explaining interalia. In the informative declaration of the sense and reasons of the changes are being proposed. Also ensure that the notice for the meeting is issued timely and in compliance with the procedure laid down. Which has mandatory applications in respect of general meetings.
8. If the shares of the company are secured with any acknowledged stock exchange. The forward copies are received by the shareholders with value to stain in the articles of association to the stock exchange.
9. Remember that the special resolution of articles of association is for change. Which has the effect of either converting a private limited company into a public limited company and vice versa. It has to be passed only through a postal ballot. If your company is a listed company or an unlisted public limited company which has more than 200 members.
10. Hold the general meeting or complete the process of postal ballot. Where applicable and pass the special resolution by three-fourth majority for their registration.
11. Register with the stock exchange with which your company is engaged six copies. Such rectifications as soon as the company accepts it in general meeting. One copy must be a certified true copy for their new company registration.
12. Forward quickly to the stock exchange with which your company is engaged three copies of the notice. A copy of the cases of the general meeting.
13. Register the special resolution including the corrections to the articles with the concerned ROC with explanatory term in the form within thirty days of its passing.
14.Ensure that the said e-Form is filed electronically. The copy of the special resolution and the explanatory statement are registered with the said e-Form as attachments.
15. Ensure also that the said e-Form is digitally signed by the directors and secretaries of the company
16 Further ensure that the said e-Form is certified by a chartered accountant or a company secretary or a cost accountant in whole-time practice by digitally signing the said e-Form.
17. Beware that if default is made in complying with the aforesaid requirement of filing the special resolution together with the explanatory statement. If any, latest within 270 days from the due date for its submission as stated in proviso to section 403(1) in the 2013 act. The company shall be punishable with a fine which shall not be less than rupees five lacs. But which may extend to rupees twenty five lacs and every officer of the company and every officer including the liquidator of the company who is in default will be punishable with a fine which shall not be less than one lakh rupees which may
extend to five lakh.
18. If the articles of association have been entirely or considerably altered. Register a new printed copy of the articles after paid the requisite fee.
19. File the altered articles of association with ROC for their registration.
20.The said e-Form should be registered electronically. The directors and secretaries of the company duly accredited by the board of directors.
21. Ensure also that a copy of the altered articles of association is filed with the said e-Form as attachment.
22.Effect the changes in all copies of the registration are taken placed in their registered office .
23. Remember that if the aforesaid requirement is not complied with. The articles of association of your company is issued without carrying out the alterations made there in.The company and every officer of the company is pay with a fine up to Rs.1000 for each copy so issued.
24. Further remember that the offenses mentioned in Item Nos. 17 and 23 above are enhanceable by any officer authorised or the regional director by the government.
25. Any alteration so made which has the approval of the ROC having regard to the fact that.The National company law tribunal has not been constituted as stated in above shall be legal as. If it were originally included in the articles of association for their registration is held at Coimbatore.
26.If the articles are altered which has the effect of transformation of a public limited company into a private limited company. Which has the registration of the order of the ROC approving. The alteration should be filed with the ROC together with a printed copy. The altered articles in e-Form MGT-14 within 15 days after the making thereof with the concerned ROC who shall the same registration..
27.Ensure that the said e-Form is filed electronically. The copy of the ROC’s order is filed with the said e-Form as an attachment in their registration office in Coimbatore, Salem and Madurai.
28. The e-Form is digitally signed who are all signed their name in Coimbatore registered office. The directors and secretaries of the company duly authorized by the board of directors
