Steps for conversion of Public Company into Private Company

As per Companies Act, 2013, a Public Company can be converted into Private Company. However, unlike, the Companies Act, 1956, the process requires NCLT approval.

Step by step process for conversion of Public Company into Private Company is as under:
  1. Give atleast 7 days notice (or shorter notice as per the provisions of Act) to call Board Meeting of the Company
  2. Hold Board Meeting for approval of conversion of Company into Private Limited subject to approval of Tribunal and approve notice calling General Meeting to obtain shareholders approval for conversion and alteration of MOA & AOA (of Private Limited Company).
  3. Hold General Meeting and obtain shareholders approval by way of Special Resolution for Conversion of the Company and approving alteration in MOA & AOA  of the Company. 
  4. File form MGT-14 within 30 days of passing of Special Resolutions.
  5. Give news Paper Advertisement atleast 14 days before filing of petition with NCLT. 
  6. File a Petition with National Company Law Tribunal (NCLT) in form NCLT-1 within a period of 3 months (from passing of Special Resolution in General Meeting in which Shareholders approval is obtained for conversion)
  7. Send notice of conversion to creditors / debenture holders etc.
  8. NCLT will hear the Company and if satisfied, may approve the same by issuing Order.
  9. File form INC-27 with ROC/MCA within 15 days of the Order. 
  10. On approval of eForm INC 27, ROC/MCA will issue fresh certificate of Incorporation consequent upon conversion of the Company.

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