CONVERSION OF PUBLIC LIMITED COMPANY TO PRIVATE LIMITED COMPANY

The conversion of a Public Limited Company into a Private Limited Company is a multi-step process governed by the Companies Act, 2013, and the Companies (Incorporation) Rules, 2014.

Regarding your specific query about filing requirements:

Filing of Forms and Timelines

• Form MGT-14: After passing the Special Resolution in the General Meeting for the conversion, you must file Form MGT-14 with the Registrar of Companies (RoC) within 30 days of passing the resolution.

• Application to Regional Director (RD): Because the conversion of a public company into a private company involves an alteration of the Articles of Association that impacts the status of the company, it requires the approval of the Regional Director. The application for this approval is typically made in Form RD-1 (as part of the application under Rule 41), which must be filed within 60 days of passing the special resolution.

• Form INC-27: Once you receive the order of approval from the Regional Director, you must file Form INC-27 with the Registrar of Companies to give effect to the conversion. This must be filed within 15 days from the date of receipt of the RD's order.

Important Procedural Notes

1. Public Advertisement: Before filing the application with the Regional Director, the company must publish a notice in Form INC-25A at least 21 days prior to the filing. This notice must appear in a vernacular newspaper (in the principal vernacular language of the district) and an English newspaper widely circulated in the state where the registered office is situated.

2. Objections: If no objections are received within 14 days of the advertisement, the Regional Director may proceed to pass an order.

3. Post-Conversion: Once the new Certificate of Incorporation is issued, the company must update its name on all stationery, signboards, and with regulatory authorities (e.g., PAN, GST, banks). Note that the "formerly known as" tag must be used on documents for at least two years following the conversion.

Summary:

• MGT-14: File within 30 days of the Special Resolution.

• Application to RD: File within 60 days of the Special Resolution.

• INC-27: File within 15 days of receiving the Regional Director's approval order.