Conversion of company — private to public and vice versa
Private to public: SR + alteration of MoA + AoA; ROC approval. Public to private: SR + NCLT approval (post-2018 amendment) + compliance with min member requirements.
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Scheme of Arrangement / Compromise under Sections 230-232 of the Companies Act, 2013
Court-supervised compromise / arrangement between company and members/creditors. NCLT sanction needed; approved by 3/4 in value of each class.
Reduction of share capital under Section 66 — procedure and considerations
Special resolution → NCLT confirmation; auditor certificate on accounting treatment; reduce paid-up capital, cancel unpaid capital or return excess to shareholders.
Holding-Subsidiary structure — restrictions and disclosures
Cannot have layers > 2 of subsidiaries (with exceptions). Subsidiary cannot hold shares in holding company. Mandatory consolidation; intra-group transactions disclosed.
Event-based filings under the Companies Act
Filings triggered by specific events: PAS-3 (allotment), MGT-14 (resolutions), DIR-12 (director changes), CHG-1 (charges), SH-7 (capital changes), INC-22 (RO change).
Difference between Merger, Demerger and Slump Sale
Merger combines two entities into one. Demerger spins off an undertaking. Slump sale transfers an undertaking for lump-sum consideration without itemised valuation.