Convey Board Meeting of Directors: (As per section 173 and SS-1)

To 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 (Power of Central Government assigned to RD).

Held Board Meeting: (As per section 173 and SS-1)

• To consider In-principal approval for conversion of Public Company into Private Company by altering Articles.
• Get Approval to Alteration in Article of Association and recommending the proposal for members’ consideration by way of special resolution.
• Fixing the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members.
• To approve Notice of EGM along with explanatory statement to be annexed with the notice as per Section 102(1) of the Act.

Issue Notice of General Meeting: (Section 101)

Notice of EGM shall be given at least 21 days before the actual date of EGM. EGM can be called on Shorter Notice with the consent of at least majority in number and ninety five percent of such part of the paid up share capital of the company giving a right to vote at such a meeting:

• All the Directors.
• Members
• Auditors of Company
• The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM

Hold General Meeting: (Section 101)

• Check the Quorum.
• Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146).
• Pass Special Resolution.[Section-114(2)]
• Approval of Alteration in AOA for conversion of Public Company into Private Limited Company
• Approval of alteration in Memorandum of Association.

Filing of form with ROC: (Section 117)

• File Form MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) with the Registrar along with the requisite filing within 30 days of passing the special resolution, along with given documents:-
• Certified True Copies of the Special Resolutions along with explanatory statement;
• Copy of the Notice of meeting send to members along with all the annexure;
• A printed copy of the Altered Article of Associations and Memorandum of Association.

Note: It is relevant to note that First you have to file form MGT.14

Drafting an Filing of Application with Regional Director (in Form RD-1)

Application in Regional Director shall be file at within 60 days from passing of Special Resolution in e-form RD-1.