CERTIFICATE OF COMMENCEMENT OF BUSINESS!! INC 20A

(b) a copy of the minutes of the general meeting at which the special resolution authorizing such alteration was passed together with details of votes cast in favor and or against with names of dissenters.

(c) a copy of Board resolution or Power of Attorney dated not earlier than thirty days, as the case may be, authorizing to file an application for such conversion.

(d) declaration by key managerial personnel that pursuant to the provisions of sub-section (68) of section 2, the company limits the number of its members to two hundred and also stating that no deposit has been accepted by the company in violation of the Act and rules made thereunder.

(e) declaration by a key managerial personnel that there has been no non-compliance of sections 73 to 76A, 177, 178, 185,186 and 188 of the Act and rules made thereunder, (f) declaration by a key managerial personnel that no resolution is pending to be filed in terms of sub-section (3) of section 179 and also stating that the company was never listed in any of the Regional Stock Exchanges and if was so listed, all necessary procedures were complied with in full for complete delisting of the shares in accordance with the applicable rules and regulations laid down by Securities Exchange Board of India:

Provided that in case of such companies where no key managerial personnel is required to be appointed, the aforesaid declarations shall be filed any of the directors.

(2) Every application filed under sub-rule (1) shall set out the following particulars, namely:‑

(a) the date of the Board meeting at which the proposal for the alteration of Memorandum and Articles has approved.

(b) the date of the general meeting at which the proposed alteration has approved.

(c) reason for conversion into a private company, the effect of such conversion on shareholders, creditors, debenture holders, deposit holders, and other related parties.

(d) details of any conversion made within the last five years and outcome thereof along with a copy of the order.

(e) details, whether the company has registered under section 8.

(3) There shall be attached to the application, a list of creditors, debenture holders, drawn up to the latest practicable date preceding the date of filing of an application by not more than thirty days, setting forth the following details, namely:‑

(a) the names and address of every creditor and debenture holder of the company.

(b) the nature and respective amounts due to them in respect of debts, claims or liabilities.

(c) in respect of any contingent or unascertained debt, the value, so far as can be justly estimated of such debt:

Provided that the 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 managing director, where there is one, to the effect that they have made a full inquiry into affairs of the company and, having done so, have formed an opinion that the list of creditors and debenture holders is correct, and that the estimated value as given in the list of the debts or- claims payable on contingency or not ascertained are proper estimates of the values of such debts and claims that there are no other debts, or claims against, the company to their knowledge.

(4) A duly authenticated copy of the list of creditors and debenture holders shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect, and take extracts from the same on payment of ten rupees per page to the company.

(5) The company shall, at least twenty-one days before the date of filing of the application_

(a) advertise in the Form No.1NC.25A, in a vernacular newspaper in the principal vernacular language in the district and in the English language in an English newspaper, widely circulated in the State in which the registered office of the company is situated.

(b) serve, by registered post with acknowledgment due, individual notice on each debenture holder and creditor of the company, and

(c) serve, by registered post with acknowledgment due, a notice to the Regional Director and Registrar and to the regulatory body, if the company is regulated under any law for the time being in force.

(6) (a) Where no objection has been received from any person in response to the advertisement or notice referred to in sub-rule (5) and the application is complete in all respects, the same may be put up for orders without hearing and the concerned Regional Director shall pass an order approving the application within thirty days from the date of receipt of the application.

(b) Where the Regional Director on examining the application finds it necessary to call for further information or finds such application to be defective or incomplete in any respect, he shall within thirty days from the date of receipt of the application, give intimation of such information called for or defects or incompleteness, on the last intimated e-mail address of the person or the company, which has filed such application, directing the person or the company to furnish such information, to rectify defects or incompleteness and to re-submit such application within a period of fifteen days in 0-Form No. RD-GNL-5:

Provided that the maximum of two re-submissions has allowed.

(c) In cases where such further information called, has not provided or the defects or incompleteness has not rectified to the satisfaction of the Regional Director within the period allowed under sub-rule (6), the Regional Director shall reject the application with reasons within thirty days from the date of filing application or within thirty days from the date of the last re-submission made, as the case may be.

(d) Where no order for approval or re-submission or rejection has explicitly made by the Regional Director within the stipulated period of thirty days, it has deemed that the application stands approved and an approval order has automatically issued to the applicant.

(9) (i) Where an objection has been received or Regional Director on examining the application has specific objection under the provisions of Act, the same shall be recorded in writing and the Regional Director shall hold a hearing or hearings within a period thirty days, as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Regional Director shall pass an order either approving or rejecting the application along with reasons within thirty days from the date of hearing, failing which it shall be deemed that application has been approved and approval order shall be automatically issued to the applicant.

(ii) In case where no consensus is received for conversion within sixty days of filing the application while hearing or otherwise, the Regional Director shall reject the application within the stipulated period of sixty days:

Provided that the conversion has not allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.

(10) On completion of such inquiry, inspection or investigation as a consequence of which no prosecution has envisaged or no prosecution is pending, conversion shall be allowed.

(11) The order conveyed by the Regional Director has filed by the company with the Registrar in Form No.INC28 within fifteen days from the date of receipt of approval along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.”.

4. In the said rules, after ‘Form No.INC-20, in the annexure, the following forms shall be inserted, namely:-

FORM NO. INC.20A

Declaration for the commencement of business

[Pursuant to Section 10A(1)(a) of the Companies Act, 2013 and rule 23A of the Companies (Incorporation) Rules, 2014]

**************

**************

5. In the said rules, after form No. INC-25, the following form shall be inserted, namely:-

“Form No. INC-25A

An advertisement has published in the newspaper for the conversion of a public company into a private company

Before the Regional Director, Ministry of Corporate Affairs

________________Region

In the matter of the Companies Act, 2013, section 14 of Companies Act, 2013 and rule 41 of the Companies (Incorporation) Rules, 2014

AND

In the matter of M/s ______________ (company name) having its registered office at ______________, Applicant

Notice has hereby given to the general public that the company intending to make an application to the Central Government under section 14 of the Companies Act, 2013 read with aforesaid rules and has desirous of converting into a private limited company in terms of the special resolution passed at the Annual General Meeting/ Extra Ordinary General Meeting held on to enable the company to give effect for such conversion.

Any person whose interest has likely affected by the proposed change/status of the company may deliver or causes has to delivered or send by registered post of his objections supported by an affidavit stating the nature of his interest and grounds of opposition to the concerned Regional Director (complete address of the Regional Director has given), within fourteen days from the date of publication of this notice with a copy to the applicant company at its registered office at the address mentioned below:

For and on behalf of the Applicant

………………………..

Director with DIN

Complete address of the registered office

Date………..

Place………

6. In the said rules, after form No, INC-34, the following form shall be inserted, namely:-

FORM NO.RD-1

Form for filing application to Regional Director.

(Pursuant to the Companies Act, 2013 and rule 40 and 41 of the Companies (Incorporation] Rules, 2014

**************

**************

FORM NO. RD GNL-5

Form for filing Addendum for rectification of defects or incompleteness

[Pursuant to rule 40 and 41 of the Companies(Incorporation) Rules, 2014

**************

**************

[F. No. 1/13/ 2013 CL-V, part-I, Vol.II]

K.V.R. M RTY, Joint Secretary.

Note: The principal rules have published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), vide number G.S.R. 250(E) dated 31st March 2014 and subsequently amended vide the following notifications:-

Serial Number	Notification Number	Notification Date
1.	G.S.R. 349 (E)	01-05-2015
2.	G.S.R. 442 (E)	29-05-2015
3.	G.S.R. 99 (E)	22-01-2016
4.	G.S.R.336(E)	23-03-2016
5.	G.S.R.743(E)	27-07-2016
6.	G.S.R.936(E)	01-10-2016
7.	G.S.R.1184 (E)	29-12-2016
8.	G.S.R. 70 (E)	25-01-2017
9.	G.S.R. 955 (E)	27-07-2017
10.	G.S.R. 49 (E)	20-01-2018
11.	G.S.R. 284 (E)	23-03-2018
12.	G.S.R. 708 (E)	27-07-2018

 

 

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