Good Homes Ltd. was registered as a public company with 195 members as follows: No. of members Directors and their relatives 35 Employees 12 Ex-employees (shares were allotted when they were employees) 08 Others 140 Tota

A private company as per section 2 (68) cannot have more than 200 members. As per the requirement of the section present and former employees of the company are not to be counted for the purpose of 200 members. Hence, in the given question, the number of members of public company which is proposed to be converted into a private company is less than 200. Therefore, it may be converted into private company. The procedure for converting a public company into a private company is as under: Passing a special resolution authorizing the conversion and altering the articles so as to include therein the restrictions specified in Section 2 (68) Within 30 days of passing of the special resolution, Form MGT-14 with a copy of resolution along with explanatory statement under section 173 and amended copy of Article of Association as attachment along with prescribed filing fees payable. Changing the name clause of the Memorandum of the company. Obtaining the approval of the Tribunal as required by Section 14 (1). Since proviso to section 14(1) has not yet been notified the corresponding sections of Companies Act 1956 shall remain in force. Accordingly, approval of Central Government is required. Application in Form INC-27 along with minutes of members meeting within 3 months from the date of passing of special resolution for alteration of articles to be sent for obtaining approval of Central Government. Filing of the documents along with a printed copy of the articles as altered with the Registrar within 15 days. [Section 14 (2)].