Ruchi (Pvt.) Ltd., a company incorporated under the provisions of the Companies Act, 2013, gives you the following information : Paid-up equity share capital ₹40 lakh, Average annual turnover during the last 3 years ₹1 c

CS Professional · Advanced Company Law and Practice · PYQS · December 2016
Ruchi (Pvt.) Ltd., a company incorporated under the provisions of the Companies Act, 2013, gives you the following information : Paid-up equity share capital ₹40 lakh, Average annual turnover during the last 3 years ₹1 crore. The Board of directors of the company decides to convert the company into a one person company (OPC). Examining the provisions of the Companies Act, 2013, advise the Board about the statutory requirements to be complied with for giving effect to the Board's proposal.

Answer & Explanation:

In terms of Rule 7 of Companies (Incorporation) Rules, 2014 a private company other than a company registered under Section 8 of the Companies Act, 2013, having paid-up share capital of ₹ 50 lacs or less or average annual turnover during the relevant period is ₹ 2 crore or less may convert itself into One Person Company by passing a special resolution in the general meeting. Before passing such resolution, the company shall obtain No Objection in writing from members and creditors. The OPC shall file copy of the special resolution with the Registrar of Companies within 30 days from the date of passing such resolution in Form No. MGT-14. The company shall file an application in Form No. INC-6 for its conversion into OPC along with fees as provided in the Companies (Registration offices and Fees) Rules, 2014, by attaching the following documents, viz.: The directors of the company shall give a declaration by way of affidavit duly sworn in confirming that all members and creditors of the company have given their consent for conversion, the paid-up share capital of the company is ₹ 50 lacs or less and average annual turnover is less than ₹ 2 crore, as the case may be; The list of members and list of directors; The latest Audited Balance Sheet and the Profit & Loss Account, and The copy of No Objection letter of secured creditors. On being satisfied with compliance of above-mentioned requirements, the Registrar shall issue the Certificate of Incorporation in the same manner as its first registration. Accordingly, since the paid - up equity share capital and an average annual turnover of the company are within the prescribed limits as referred above, it can be converted into an OPC, by following the procedure as stated above (Rule 7 of Companies (Incorporation) Rules, 2014 and also by alteration of Memorandum and Articles of Association of the company as per the provisions of Section 18 of the Companies Act, 2013).

Topics: Company Formation and Conversion

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