Draft a resolution by shareholders of X Ltd to convert the company into a private company.

Resolution for Conversion of Public Company to Private Company Resolution type: Special Meeting: Shareholders' Meeting RESOLVED THAT pursuant to proviso to Section 14(1) of the Companies Act 2013 and relevant Rules made thereunder in this behalf and subject to the approval of the National Company Law Tribunal, the status of the Company be and is hereby converted from a public limited into a private limited company. RESOLVED FURTHER THAT the articles of association of the Company be and hereby altered by inserting the following new Article No 3A after Article No 3: The Company is a private limited company and accordingly- restricts the right to transfer its shares; limits the number of its members to two hundred: Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member: Provided further that- (A) persons who are in the employment of the company; and (B) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the number of members; and prohibits any invitation to the public to subscribe for any securities of the company; RESOLVED FURTHER THAT the name of the Company be and is hereby accordingly changed from X Limited to X Private Limited and the Memorandum and Articles of Association of the Company shall be amended to that extent. RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorized to make an application in the prescribed form and enclosures together with the applicable fee. Explanatory Statement The Company was originally incorporated as a public limited company. During the course of its operations, it was found that the Company has to comply with various provisions of the Act as applicable to public limited companies. Since the Company is a family owned Company with few shareholders, its requirements of funds are being met by the existing shareholders, director or their relatives. As the Company does not intend to borrow any public funds for its operations, there is no point in retaining the public character of the Company. The Board of Directors of the Company, at their meeting held on 4th September 2018 resolved to convert the Company into a private limited company. Accordingly, it is proposed to pass a special resolution for conversion of the company into a private limited company and effect consequent alterations in the Articles of Association as applicable to a private limited company. A copy of the existing Memorandum and Articles of Association of the Company is available for inspection at the Registered Office of the Company during business hours on any working day. None of the directors is concerned or interested in the proposed resolution.