limited company private public unlisted conversion
Dear Member,
Greetings!!
Conversion of Public company into Private company requires alteration of MOA (REFER SECTION 13) and adaptation of new Articles (REFER SECTION 14)
Section 18 of the Companies Act, 2013 read with The Companies Incorporation (Fourth Amendment) Rules, 2014, provides for the conversion of the company
Followings are the steps
1. Issue of the Notice of Board Meeting
2. Hold the Board Meeting and issue the notice of general meeting
3. Hold the General Meeting and pass Special Resolution.
4. File Form MGT-14 within 30 days of passing Special Resolution
5. Application is required to be made to Regional Director, but the Company Shall, At Least Twenty One Days before the Date of Filing of the Application to RD, advertise in the Form No.INC.25A
6. Within 60 days of passing Special Resolution application shall be made to RD, in e-form RD-1,
7. If any objection is received against advertisement company shall submit the objection to the RD
8. Any further information to the RD is to be submitted in e-form RD-GNL-5
9. Order of RD is to be filed with the Registrar in form INC-28
Hope it helps!!
Please share How to file Unified Annual Return on Shram Suvidha Portal and due date?
what are the time limit within which the subscription amount to be brought by the subscribers of the company after incorporation under FEMA guidelines.
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Forwarded Query:-
The Director was appointed as an additional director by Circular Resolution passed on September 15, 2022 and the appointment was w.e.f. 15/09/2022.
The AGM was held on 21/09/2022 wherein the Additional Director was appointed as WTD w.e.f. 15/09/2022.
Following are two queries w.r.t. same:
1) Can we regularize the Appointment of Director w.e.f. a date which is earlier than AGM date ?
2) Should we file 2 DIR-12 forms? -
one for appointment as additional director and second for appointment as WTD in AGM?
Kindly note the date of appointment in both the cases is 15/09/2022.
Does MCA allow filing of two DIR-12 forms if the date of appointment is same in both the forms ?
companies under director additional regularization
If you are issuing shares on rights basis to existing holders, then no need to go for a separate bank account but if we doing for new shareholders is it mandatory ?
section 62 (1) (a) tells us about Right issue. and valuation report/special resolution and separate bank account is not required for right issue but for public issue and private placement it is required.
section 62 (1) (c) is about private placement.
If we are triggering 62(1) (c) which speaks of issue of shares to other than existing holders.
Please confirm :
As per Section 39 of the Companies Act, 2013 (“The Act”) states that:
“No allotment of any securities of a company offered to the public for subscription shall be made unless the amount stated in the prospectus as the minimum amount has been subscribed and the sums payable on application for the amount so stated have been paid to and received by the company by cheque or other instrument”.
According to the above-quoted provisions, the minimum subscription and application money are the most important requirements for a valid allotment & filing of PAS-3
As a result, one could say that shares cannot be Allot until the application money has been paid to or received by the company (credited) via cheque or other instrument.
Is it right ? or we have any option ?
As per the Secretarial Standard 2, serial no. shall be given to each extra-ordinary general meeting held by the company after the secretarial standards came into force from 1st July, 2015. Annual General Meetings shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated, whereas other General Meetings may be held at any place within India.
Explanation to Rule 18 of the Companies (Management and Administration) Rules, 2014, prescribes that the Extra-Ordinary General Meeting should be held at a place within India. Thus, an Extra-Ordinary General Meeting should be held only in India though not necessarily within the city, town or village in which the Registered Office of the company is situated.
However, Clause 27 of the Companies (Amendment) Bill, 2016 seeks to amend sub-section (1) of section 100 of the Companies Act, 2013 to allow the wholly owned subsidiary of company incorporated outside India to hold its extra ordinary general meeting outside India. As per Clause 27, in section 100 of the principal Act, in sub-section (1), the following proviso shall be inserted, namely:—
"Provided that an extraordinary general meeting of the company, other than of the wholly owned subsidiary of a company incorporated outside India, shall be held at a place within India."
Government e-Marketplace (GeM) is the National Public Procurement Portal; an endto-end online Marketplace for Central and State Government Ministries / Departments, Central & State Public Sector Undertakings (CPSUs & SPSUs), Autonomous institutions and Local bodies, for procurement of common use goods & services.
The portal is owned and managed by GeM SPV which is a Section 8 (NonProfit) Company registered under the Companies Act, 2013.
GeM SPV operates, monitors and supervises all the business transactions on the portal through the Managed Service Provider as per defined roles and responsibilities.
marketplace government under registration
We have to compulsorily round off the Figures in your financial statements.
for companies over 100 Crores, it is Lakhs, Millions, or Crores or 100 Crores
for companies below 100 crores, it is hundreds, thousands, lakhs or crores
But in case of loss what to do ?
Dear Member!
Please refer to Section 13, 14, 18 of Companies Act, 2013, and The Companies Incorporation (Fourth Amendment) Rules, 2018.
Procedure required to be followed:
1. Conduct BM
2. Convene EGM and Pass SR.
3. File FORM MGT-14: To file for Special Resolution Passed in General Meeting
4. File FORM GNL-2: Submission of required Documents to ROC
5. FORM RD-1: Application of Conversion made to Regional Director.
6. Form RD-GNL-5 : To file re-submissions to RD (filing Addendum for Rectification of Defects or Incompleteness
7. Form INC-28 : To file copy of Order of RD
Hope it helps!
Thankyou!