Board resolution format for conversion of a public company into a private company under Section 14 and Rule 41, with INC-25A notice and RD-1 within 60 days.
“RESOLVED THAT pursuant to the provisions of Sections 13, 14 and 18 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules 33 and 41 of the Companies (Incorporation) Rules, 2014, and subject to the approval of the members by special resolution and the approval of the Central Government exercised by the Regional Director, [●] Region, consent of the Board be and is hereby accorded to the conversion of the Company from a public limited company into a private limited company and to the consequent change of its name from ‘[●] Limited’ to ‘[●] Private Limited’.
RESOLVED FURTHER THAT the draft altered Memorandum of Association and the draft new set of Articles of Association containing the restrictions, limitations and prohibitions required under Section 2(68) of the Companies Act, 2013, as placed before the meeting, be and are hereby approved for submission to the members at an Extraordinary General Meeting to be held on [●] at [●].
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to publish the advertisement in Form INC-25A, serve notices on creditors, debenture holders and authorities, file e-Form RD-1 with the Regional Director within sixty days of the special resolution, file e-Forms MGT-14, INC-28 and INC-27 with the Registrar of Companies, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”