Board of directors of Acute (Pvt.) Ltd., incorporated under the Companies Act, 2013, decides to convert the company into a one person company (OPC). Explain the procedure as provided under the Companies Act, 2013 to be f

CS Executive · Company Law · PYQS · June 2016
Board of directors of Acute (Pvt.) Ltd., incorporated under the Companies Act, 2013, decides to convert the company into a one person company (OPC). Explain the procedure as provided under the Companies Act, 2013 to be followed in this regard.

Answer & Explanation:

Procedure for Conversion of Private Company into One Person Company (OPC) The conversion of a private company into a One Person Company (OPC) is governed by Rule 7 of the Companies (Incorporation) Rules, 2014. Here's the detailed procedure: 1. Eligibility Criteria for Conversion: A private company can convert itself into an OPC if it meets the following conditions: It is not a company registered under Section 8 of the Companies Act, 2013 (i.e., not a non-profit company). Its paid-up share capital is ₹50 lakh or less . Its average annual turnover during the relevant period (immediately preceding three consecutive financial years) is ₹2 crore or less . If Acute (Pvt.) Ltd. meets these criteria, it can proceed with the conversion. 2. Procedure for Conversion: Obtain No Objection from Members and Creditors: Before passing the special resolution for conversion, the company must obtain a 'No Objection' in writing from all its members and creditors. This is a crucial step to ensure that no stakeholder is adversely affected by the conversion. Convene Board Meeting: The Board of Directors will convene a meeting to approve the proposal for conversion, authorize calling an Extra-ordinary General Meeting (EGM), and approve the draft notice for the EGM. Convene Extra-ordinary General Meeting (EGM) and Pass Special Resolution: The company must convene an EGM and pass a Special Resolution for the conversion of the private company into an OPC. The notice for this EGM must include an explanatory statement detailing the reasons and implications of the conversion. File Special Resolution with Registrar of Companies (RoC): A copy of the special resolution passed in the EGM must be filed with the Registrar of Companies (RoC) in Form No. MGT-14 within 30 days from the date of passing the resolution, along with the prescribed fees. File Application for Conversion with RoC: The company must then file an application for its conversion into an OPC with the RoC in Form No. INC-6 , along with the prescribed fees as per the Companies (Registration Offices and Fees) Rules, 2014. This application must be accompanied by the following documents: Declaration by Directors (Affidavit): An affidavit, duly sworn in by the directors of the company, confirming the following: All members and creditors of the company have given their consent for conversion. The paid-up share capital of the company is ₹50 lakh or less. The average annual turnover is ₹2 crore or less. List of Members and Creditors: A complete list of all members and creditors of the company. Latest Audited Financial Statements: The latest Audited Balance Sheet and the Profit and Loss Account of the company. Copy of No Objection Letter from Secured Creditors: If any, a copy of the No Objection Letter from secured creditors. Issuance of Certificate of Incorporation: Upon being satisfied that the company has complied with all the requirements for conversion, the Registrar of Companies will issue a fresh Certificate of Incorporation , indicating the company's new status as a One Person Company. Acute (Pvt.) Ltd. must meticulously follow these steps to successfully convert into an OPC.

Topics: Company Formation

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