CA Final Student
1785 Points
Joined February 2008
If the conversion is by choice then provisions of SEC44 applies as follows...
1) Take necessary decission at board meeting and fix the time, place and agenda of the AGM
2) Pass a special resolution to change the name of the company by deleting the word Private and adding the word public. permission of central govt is not necessary for change of name.
3) Pass a special resolution deleting the restrictions specified in sec 3(1)(iii) of co's act and adding the provisions those applicable to public co's.
4) File the copy of special resolution so passed with the registrar of co's within 30 days of passing resolution.
5) In case the members are less than 7 then increase the membership to atleast not less than 7.
6) In case the no of directors are less than 3 then increase the directors to atleast not less than 3 .
7) File a prospectus or a statement in lieu of prospectus within 30 days of passing special resolution in the prescribed form.
8) The prospectus or statement in lieu of prospectus so filed should be in confirmity with part 1 and 2 of schedule 2 and with part 1 and part 2 of schedule 4 respectively.
9) The prospectus or statement in lieu of prospectus so filed shall be true and should not contain any misrepresentation which would misguide the investors.
10) If default is made in compliance with the provisions of this act then every person who is in default shall be punishable with a fine whcih may extend to rs 5000 for every day till the default continues.