Conversion of Public Company into Private Company on MCA

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Chetan (Querist)
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30 January 2025 Dear Professional Colleagues, I needed guidance on one particular issue regarding conversion of Public company into Private company. We are converting public company into private company. We have complied with the required compliances such as advertisements, filing of MGT-14, sending notices to the creditors etc. We have submitted application to the Hon.Regional Director also. However query is generated regarding sending proof of notices to the creditors. My question is whether we have to submit actual notices sent all the creditors on letter head of company or only acknowledgements of register A.D. are sufficient because there will be much volume of all the notices sent to the creditors.

Aashok Kumar Sharma online

Aashok Kumar Sharma

(Expert)
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12 August 2025 In the process of converting a public company into a private company, the requirement to submit proof of notice to creditors under Section 14 of the Companies Act, 2013 (and applicable rules) is a critical compliance step—especially when the application is pending before the Regional Director (RD).

🔍 Your Query:
Whether to submit actual notices sent to creditors or just acknowledgments (like Registered A.D. proofs)?

✅ Required Submissions:
As per Rule 41(5)(b) of the Companies (Incorporation) Rules, 2014, the applicant company must serve individual notice to all creditors and debenture holders at least 21 days before filing the application with the RD.

When RD asks for proof, you should ideally provide:

📌 Minimum Acceptable Documents:
List of Creditors with names, addresses, and outstanding amounts (certified by a CA/CS).

Copy of the Notice Format sent to creditors.

Acknowledgments / Proof of Dispatch, such as:

Registered Post Receipts (Registered A.D.)

Speed Post Receipts

Courier tracking slips

Email delivery confirmation (if sent digitally)

A Declaration or Affidavit by a Director or CS confirming that notices have been duly sent to all creditors as per the rules.

✳️ You Do NOT need:
To submit actual printed individual notices for each creditor.

But, one sample notice should be included for reference.

📁 Suggested Format of Submission:
Cover Letter explaining compliance

CA/CS-certified list of creditors

One sample notice

Bulk dispatch proof (Registered A.D. / Courier slips)

Declaration from director/company secretary

🔄 If Query Still Raised:
RD may sometimes ask for more proof in case of big creditor lists or objections. In such cases:

Submit a scanned copy of acknowledgment slips as a zip file.

Or, upload a signed statement saying: “Due to volume, physical copies of all notices sent are available at the Registered Office and can be produced upon request.”

✅ Final Tip:
If you used bulk courier or India Post, ask for their consolidated tracking reports or manifest, which may also help close the query.

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