The steps followed for Conversion of Public into Pvt. are as follows: 

Step-1 – The Company should send notice to hold a Board Meeting to the directors at least 7 days before the date of Board Meeting. 

Step -2 – The Company should hold the Board Meeting as per the Rules prescribed under Section-173 of Companies Act, 2013. The approval of the following items should be done: 

• To consider the proposal for Conversion of Public Company into Private Company. 
• To approve amendments in MoA and AoA of the Company subject to the approval is subject to member’s approval through a special resolution. 
• To fix time, date and place for General Meeting and authorize a Director or Company Secretary to send notice of General Meeting to member. 
• To consider and consent the reduction of the total number of members to maximum of 200 members in the company. 

Step -3 – The Company should send a notice at least 21 days before to convene General Meeting for approving items mentioned in Step 2 by passing a special resolution. 

Step-4 – The Company should duly hold a General meeting for the approval of Conversion of Public Company into Private Company. The consent for the Alteration in MoA and AoA should also be given through a special resolution. In General Meeting, the quorum should also be checked. As per Section 146 of Companies Act, 2013, the presence of Auditor in the General Meeting is necessary, if not present, then check whether Leave of Absence is granted or not. 

Step-5 – The form MGT-14 should be filed within 30 days of passing of the special resolution. The Form MGT-14 should be attached with the following documents: 

• A true certified copy of Altered MoA 
• A true certified copy of Altered AoA 

• Notice of General Meeting with an explanatory statement 
• A true certified copy of passed Special Resolution in General Meeting 

Step-6 – An application should be filed within 60 days of passing of the special resolution to the Regional Director. The application should be filed in e-Form RD-1. The following documents should accompany the application: 

• Copy of MoA and AoA with proposed alterations. 
• Copy of the minutes of General Meeting held. 

• The Board Resolution in which the authorization for Conversion is given. 
• List of creditors and debentures holders should be attached 

Step-7 – In accordance with rule 41(3) of the Companies (Incorporation) Rules, 2014, a List of Creditors and Debenture Holders shall be attached to the application, that is drawn up to the earliest practicable date before the date of filing of petition but by not beyond 30 days.  

Meanwhile, an application should be advertised in Form INC-25A[1], in a vernacular newspaper in vernacular language in the district, and in English newspaper, which is circulated widely in the State.   

 Step-8 – According to the rule 41(1) of the Companies (Incorporation) Rules, 2014, as amended, an application in e-form RD-1 for converting the public company into private company shall be filed with Regional Director within 60 days from the passing of special resolution date. The application can be rejected by RD within 30 days period from the date RD asked for resubmission of application if the resubmissions are not made. A maximum of 2 resubmissions is allowed. After the submission of details to the Regional Director (RD), some more information can be asked by RD. These resubmissions should be submitted in 15 days.  

If no objection is received in response to the advertisement, and the application is complete, the same can be put up for orders without hearing. The application submitted should be passed by RD within 30 days from the date of filing of an application.   

If no order of approval, rejection or resubmission is made by RD within 30 days, the application filed is deemed to be allowed by the RD, and approval order shall be automatically issued to the applicant. 

The RD can hold a hearing in case of objection received. The RD should give reasons in writing of the hearing and hearing should be held within 30 days. If no consensus is received for Conversion within 60 days from the date of filing of the application, the RD can reject the application within the stipulated period of 60 days. 

Step-9 – The RD when approves the Conversion process, an order for such Conversion will be issued to the applicant. The said order shall be filed in Form INC-28 to Registrar of Companies (RoC) within 30 days from the date of passing of such an order.