An unlisted Public Ltd. Company is having 220 members, 5 directors and is having public deposits of ₹ 5 crores and shareholders deposits of ₹ 3 crores (paid-up capital is ₹ 1 crore and free reserves ₹ 1 crore and Bank Lo

Pre-conditions to be examined for conversion of a public company into a private company are as under: (i) members to be reduced below 200 (presently 220) (ii) public deposits to be repaid in full (presently ₹ 5 crores) (iii) shareholders deposits/loan should not exceed 100% of paid-up capital and free reserves and share premium (presently ₹ 3 crores) subject to fulfilment of all conditions provided in MCA notification dated 13th June, 2017. In this case, the company has a paid up capital of ₹ 1 crore and free reserves of ₹ 1 crore i.e total of ₹ 2 crore which is the maximum limit of exempted deposit from shareholder for private limited company. Hence, ₹ 1 crore needs to be repaid to shareholders before conversion. According to section 13 and 14 of the Companies Act, 2013 read with rule 33 and rule 41 of the Companies (Incorporation) Rules, 2014, a public company can be converted into the private company only after obtaining its shareholders' approval by way of passing a special resolution in general meeting. Apart from this, the other important procedures to be complied are: Calling of Board meeting General meeting Advertisement in newspaper Filing of copy of special resolution with the ROC Filing of application for conversion with RD Order of RD approving the conversion Filing of order of RD with ROC Certificate from ROC Applicable provisions: Section 13: For alteration in Memorandum of Association of the Company Section 14: For alteration in Article of Association of the Company. Rule 41 of Companies (Incorporation) Rules, 2014 (inserted by Companies (Incorporation) Fourth Amendment, Rules 2018 on 18.12.2018): Approval of Regional Director for conversion of Public Companies into Private Companies.