a. Give at least seven days’ notice of the board meeting to all of the company’s directors at addresses on file with the company. In the event of an urgent matter, a shorter notice may be given.

b. Include the following:

• Notice’s Agenda,
• Agenda Notes, and
• Draft Resolution.
• Call a meeting of the company’s board of directors to debate and approve the conversion agenda.
• Adopt the board resolution
• for accepting the plan to convert a private company and recommending that the shareholders at the company’s general meeting approve it.

• to determine the day, time, place, and general meeting’s date
• to accept the proposed notice for the General Meeting, as well as the explanation statement attached to the notice, in accordance with Section 102 of the Companies Act of 2013,
• to accept the draft of a new set of articles of association that satisfies the requirements for a private company and to suggest that shareholders approve them.
• approving the signing and issuance of the notice of general meeting by the director or company secretary. The Special Resolution for the Company’s conversion into a Private Company and the ensuing amendment to the Company’s Memorandum and Articles of Association must be included in the notice of general meeting.

• to provide permission to the company secretary or any one director to sign, certify, and submit the requisite form with the registrar of companies, as well as to carry out any other actions that may be required to give effect to the proposed conversion.
• Within 15 days following the conclusion of the board meeting, draught minutes should be prepared and distributed to all directors for feedback via hand delivery, speed post, registered mail, courier, or email.

Within seven days following Board of Directors’ approval of transfer of shares, companies whose shares are held in physical form must enter information in the Register of Members using Form MGT-1 to limit the number of members to no more than 200.

Hold the general meeting on a designated day and adopt a special resolution to change the company’s status from public to private, amend the articles of association and memorandum of association, and add restrictive clauses that are appropriate for private companies. Check the Quorum as well, and if not, see if the auditor is present. A leave of absence is thereafter either denied or approved.

Within 30 days of reaching such a resolution, the company must submit Form MGT-14 to the ROC together with the provided papers as an attachment.

consent for a shorter notice, if any.

At least twenty-one days before the application’s filing date, the firm must

Within 60 days of the passing of the Special Resolution, a Regional Director must receive an application for the conversion of a Public Company into a Private Company in e-Form RD-l along with the fee specified in the Companies (Registration Offices and Fees) Rules, 2014, and the documents required for the conversion listed below:

• a draft of the articles of association, including the amendments made in accordance with section 2(68), and the memorandum of association.
• a copy of the minutes from the general meeting that approved the special resolution approving the change, including the names of the dissenters and the number of votes cast in favour or against.
• a copy of the Board resolution or Power of Attorney, as applicable, that authorises the application for the conversion and is dated no earlier than thirty days.
• a statement from a key managerial employee declaring that the company restricts the number of its members to 200 in accordance with Section 2(68) and that no deposit has been taken by the company in contravention of the Act and any rules imposed thereunder.
• a statement from a key managerial employee stating that the provisions of sections
• 73 to 76A,
• 177,
• 178,
• 185,
• 186, and
• 188 of the Act and the rules issued thereunder have all been followed.

The Company was never listed in any Regional Stock Exchanges, and if it had been listed there, all necessary procedures were followed to completely delist the shares in accordance with the rules and regulations set forth by the Securities Exchange Board of India. This declaration was made by a key managerial employee in accordance with sub-section (3) of section 179. However, the aforementioned statements must be made by any director in the event of such Companies where no Key Managerial Personnel is required to be hired.

• a list of Debenture Holders and Creditors as of a date that was not more than 30 days before to the application’s submission to the Regional Director, including the information below:
• Every creditor’s and debenture holder’s name and address
• Types of obligations, claims, and liabilities owed to them, as well as the quantities
• the value, to the extent that it may be reasonably assessed, of any contingent or unascertained debt.
• The company must file an affidavit stating that it has conducted a thorough investigation into its business affairs and has come to the conclusion that the list of creditors and debenture holders is accurate and that the estimated value stated in the list of debts or claims payable on contingent payments is accurate. This affidavit must be signed by the company’s Company Secretary, if any, and at least two directors, one of whom must be the managing director, where there is one.

The concerned Regional Director shall pass an order approving the application within thirty days of the date of receipt of the application if no objection has been received from any person in response to the advertisement or notice referred to above and the application is complete in all material respects.

The Regional Director shall hold a hearing or hearings within a thirty-day period as necessary and direct the company to file an affidavit to record the consensus reached at the hearing. Upon signing the affidavit, the Regional Director shall pass an order either approving or rejecting the application in the event that an objection has been received or the Regional Director upon reviewing the application has specific objection under the provisions of the Act.

Conversion is permitted following the conclusion of any inquiry, inspection, or investigation for which no prosecution is planned or ongoing.

Within fifteen days of receiving approval, the company must submit the Regional Director’s order to the Registrar in Form lNC-28 along with the required fee as outlined in the 2014 Companies (Registration Offices and Fees) Rules.

Within fifteen days of receiving the order, the company must file Form INC-27 with the Registrar, along with a copy of the Central Government order approving the article’s alteration and the printed version of the altered article.