Conversion of Private Company into Public

Document Required:

1. EGM notice for Conversion/name change/amendment in the article.
2. Certified true copy of resolution passed
3. Minutes of the EGM
4. Balance sheet
5. Form-23
6. Form-2
7. Form-5
8. Resolution of appointment of Auditor
9. Resolution of Acceptance of Preliminary Expenses (If new Company)
10. Acceptance of appointment of Auditor
11. Amended MOA & AOA- duly certified
12. Original Certificate of Incorporation
13. Statement in lieu of Prospectus- Signed by all the Directors /every page initialed
14. List of Director
15. List of Shareholder (Increased to 7 atleast)
16. Power of Attorney executed by all the Directors in favour of the Representator
17. Fee of Rs 1000/-

“ RESOLVED that the Statement in lieu of Prospectus dated ___________ be and is hereby approved and adopted, and that the approved statement in lieu of prospectus be filed with the Registrar of Companies , NCT Delhi, before the day of its publication under section 60 of the Companies  Act,1956, and that _______________,  the Director be instructed to publish and distribute the statement in lieu of prospectus.”

“RESOLVED FURTHER that  pursuant to the provisions of section 44 of the Companies Act , 1956 the ________________ Pvt Ltd be and is hereby converted into __________________ Ltd Act,1956”

“FURTHER RESOLVED Mr _______________, Director of the company be and is hereby authorised to do all acts deeds and things necessary for conversion of the company from Pvt Ltd to Public Ltd.”

The above is a draft of the Special Resolution to be passed in the GM for changing Pvt. Ltd. Co. into Public Ltd. Co.

XYZ FURNITURE PRIVATE LIMITED

……………………………………………………………………

   Reg. Office: -       

   ____________________________________________________________________________________

Certified true copy of the resolutions passed at Extra Ordinary General Meeting held on ________________.

Special Resolution No. 1:      Conversion of Company from PRIVATE LIMITED to PUBLIC LIMITED COMPANY

“RESOLVED THAT, pursuant to section 44 and 31and subject to the approval of The Registrar of Companies, Maharashtra, Mumbai the Company be and hereby Converted from PRIVATE LIMITED to LIMITED and that such Conversion the word PRIVATE be and hereby deleted from its name and that the name of XYZ PRIVATE LIMITED whenever it appears in memorandum, Articles, documents, contracts etc. be substituted by the name  XYZ LIMITED

Special Resolution No. 2: Adoption of New Set of Articles on being converted into PUBLIC LIMITED COMPANY

“RESOLVED THAT, pursuant to section 31 and any other applicable provisions of Companies Act, 1956 & on being converted the Company from PRIVATE LIMITED to LIMITED, the New Articles of Association, a copy of which is placed before the meeting, duly initialed by the Director, be and are hereby approved and adopted as the Articles of Association of the Company in substitution of the existing Articles of Association.

Certified True Copy

Director

XYZ FURNITURE PRIVATE LIMITED

……………………………………………………………………

   Reg. Office: -        

   ____________________________________________________________________________________

NOTICE TO SHARE HOLDERS

NOTICE is hereby given that the Extra Ordinary General Meeting of the Shareholders of the Company will be held on _________ ^th ___________, 2010 at 10.00 a.m.  Registered Office at ____________________________________Mumbai _____________.  Conduct the following business:-

1.       To consider and if thought fit to pass the following resolution as a special resolution :-

1.  Conversion of company from Private Limited to Public Limited Company.

“RESOLVED THAT, pursuant to section 44 and section 31 of the Companies Act, 1956 and subject to the approval of The Registrar of Companies, Maharashtra, Mumbai the Company be and hereby converted from PRIVATE LIMITED to LIMITED. And that  on such Conversion the word PRIVATE  be and hereby deleted from its name and that the name of XYZ FURNITURE PRIVATE LIMITED whenever it appears in memorandum, Articles, documents, contracts etc. be substituted by the name XYZ FURNITURE LIMITED

2. Adoption of new set of Articles on being converted into Public Limited      Company.

“RESOLVED THAT, pursuant to section 31 and any other applicable provisions of Companies Act, 1956 and on being converted the Company from PRIVATE LIMITED to LIMITED, the New Articles of Association, a copy of which is placed before the meeting, duly initialed by the Director, be and are hereby approved and adopted as the Articles of Association. of the Company in substitution of the existing Articles of Association.”

                                                            By order of the Board of Director

Place    : Mumbai

Date     :                                                                                                    Director

NOTES:

I)                        A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him / her self and the proxy need not be a member. Proxy in order to be effective must be received by the Company at its registered office, not less than 48 hours before the commencement of meeting.

II)                       The relative Explanatory Statements pursuant to the section 173(2) of the Companies Act, 1956 in respect of the Special Resolution set out above is annexed hereto.

III)                    None of the director is having any interest in the said Special resolution except as Shareholder.

XYZ FURNITURE PRIVATE LIMITED

……………………………………………………………………

   Reg. Office: -        

   ____________________________________________________________________________________

Explanatory Statements

Explanatory Statement Pursuant to the Provision of Section 173(2) of the Companies Act, 1956.

Item No, 1

Conversion of company from Private Limited to Public Limited Company

With a view to increase resources & to get the benefits of Public Limited Company, the Directors have decided to convert the Company from Private Limited to Limited Company.

Item No. 2

Adoption of new set of Articles on being converted into Public Limited Company

As the company is being converted into Public Limited Company, it is necessary to adopt the Articles of Association containing the statutory requirements related with Public Limited Company; Hence the Directors have decided to adopt new set of Articles as Articles of Association.

For XYZ FURNITURE PVT. LTD.

Place    :  Mumbai

Date    :                                                                                             DIRECTOR

XYZ FURNITURE PRIVATE LIMITED

             ________________________________________________________________________

Minutes of Extra Ordinary General Meeting of the members of “XYZ FURNITURE PRIVATE LIMITED” held on _________ ^th __________2010 at 10.00 a.m. at the  registered office of the Company at

Present: -

1. Mr.                                    -             Shareholders & Director

2. Mr.                                    -             Shareholders & Director 

Chairman: -

Mr. XYZ took the Chair

The Chairman announced that since the requisite quorum for the meeting was present the format proceedings of the meeting could be commenced.

Reading of Notice:-

With consent of the members present notice concerning the meeting was taken as read 

Conversion of Company form Private Limited to Public Ltd. Company:-

The chairman proposed and Mr. ABC recended the following resolution as a special resolution

“RESOLVED THAT, pursuant to section 44 and section 31 of the Companies Act, 1956 and subject to the approval of The Registrar of Companies, Maharashtra, Mumbai the Company be and hereby converted from PRIVATE LIMITED to LIMITED. And that  on such Conversion the word PRIVATE  be and hereby deleted from its name and that the name of XYZ FURNITURE  PRIVATE LIMITED whenever it appears in memorandum, Articles, documents, contracts etc. be substituted by the name XYZ FURNITURE LIMITED.”

The chairman then put the resolution to vote and the same was carried unanimously by show of hands

2.      Adoption of new set of Articles

Mr. ABC proposed and Mr. LMN seconded the following resolution as a special resolution:-

“RESOLVED THAT, pursuant to section 31 and any other applicable provisions of Companies Act, 1956 and on being converted the Company from PRIVATE LIMITED to LIMITED, the New Articles of Association, a copy of which is placed before the meeting, duly initialed by the Director, be and are hereby approved and adopted as the Articles of Association Of the Company in substitution of the existing Articles of Association.”

The chairman then put the resolution to vote and the same was carried unanimously by show of hands

Vote of Thanks :-

There being no other business to transact the meeting was recomited with vote of thanks to the chair.

Place : Mumbai                                                                                                Chairman

Date  :