1. Obtain Shareholder Approval:

• Hold a board meeting to approve the conversion and propose a special resolution for the conversion at a general meeting of shareholders. The resolution must be approved by a requisite majority of shareholders as per the Companies Act, 2013.

2. Draft Conversion Documents:

• Prepare necessary documents for conversion, including the memorandum and articles of association (MOA and AOA) of the Private Limited Company. The MOA and AOA should comply with the requirements of the Companies Act, 2013.

3. Compliance with Regulatory Requirements:

Private Limited Company:

• Check the availability of the proposed company name with the Registrar of Companies (ROC). Ensure that the proposed name is not similar to any existing company names.
• File Form INC-27 (Application for Conversion of Public Company into Private Company) with the ROC along with the required documents, including the MOA, AOA, and other statutory documents.
• Obtain approval from the ROC for the conversion.
• Obtain a fresh Certificate of Incorporation from the ROC reflecting the conversion into a Private Limited Company.

4. Compliance with Other Legal Formalities:

• Comply with other legal formalities, such as payment of stamp duty on the altered MOA and AOA, if applicable.

5. Update Statutory Records:

• Update the statutory records, registers, and documents of the company to reflect the conversion. This includes updating the register of members, directors, and other statutory registers.

6. Taxation and Other Compliance:

• Ensure compliance with tax laws, including filing of income tax returns, obtaining Goods and Services Tax (GST) registration if applicable, and complying with other regulatory requirements.

7. Professional Assistance:

• Seek assistance from legal advisors, chartered accountants, or company secretaries experienced in corporate law and compliance to ensure the smooth conversion of the Public Limited Company into a Private Limited Company.

Note:

• The conversion process may vary based on the specific circumstances and regulatory requirements. It’s essential to carefully follow the prescribed procedures and seek professional guidance to ensure compliance with the applicable laws and a smooth transition process.