Transfer of Shares under Companies Act, 2013

Through this write up we shall discuss another topic which is quite frequent for secretarial department of a Company. Statutory provisions related to transfer of share one should refer the following sources:  

Section 56 of Companies Act, 2013

Rule 11 of Companies (Share Capital & Debentures) Rules 2014

Provisions given in model articles of association given in Table ‘F’ of Schedule-I

  

“Relevant" Text of Section 56 and Rule 11 are reproduced below for ready reference:

  

Transfer and transmission of securities  

Section 56 (1) A company shall not register a transfer of securities of the company, or the interest of a member in the company in the case of a company having no share capital, other than the transfer between persons both of whose names are entered as holders of beneficial interest in the records of a depository, unless a proper instrument of transfer, in such form as may be prescribed, duly stamped, dated and executed by or on behalf of the transferor and the transferee and specifying the name, address and occupation, if any, of the transferee has been delivered to the company by the transferor or the transferee within a period of sixty days from the date of execution, along with the certificate relating to the securities, or if no such certificate is in existence, along with the letter of allotment of securities:  

Provided that where the instrument of transfer has been lost or the instrument of transfer has not been delivered within the prescribed period, the company may register the transfer on such terms as to indemnity as the Board may think fit.  

(2) Nothing in sub-section (1) shall prejudice the power of the company to register, on receipt of an intimation of transmission of any right to securities by operation of law from any person to whom such right has been transmitted.  

(3) Where an application is made by the transferor alone and relates to partly paid shares, the transfer shall not be registered, unless the company gives the notice of the application, in such manner as may be prescribed, to the transferee and the transferee gives no objection to the transfer within two weeks from the receipt of notice.  

(4) Every company shall, unless prohibited by any provision of law or any order of Court, Tribunal or other authority, deliver the certificates of all securities allotted, transferred or transmitted—  

within a period of two months from the date of incorporation, in the case of subscribers to the memorandum;

within a period of two months from the date of allotment, in the case of any allotment of any of its shares;

within a period of one month from the date of receipt by the company of the instrument of transfer under sub-section (1) or, as the case may be, of the intimation of transmission under sub-section (2), in the case of a transfer or transmission of securities;

within a period of six months from the date of allotment in the case of any allotment of debenture:  

Provided that where the securities are dealt with in a depository, the company shall intimate the details of allotment of securities to depository immediately on allotment of such securities.  

(5) The transfer of any security or other interest of a deceased person in a company made by his legal representative shall, even if the legal representative is not a holder thereof, be valid as if he had been the holder at the time of the execution of the instrument of transfer.  

(6) Where any default is made in complying with the provisions of sub-sections (1) to (5), the company shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees.  

Rule 11 of Companies (Share Capital & Debentures) Rules 2014: Instrument of transfer.-  

An instrument of transfer of securities held in physical form shall be in Form No. SH.4 and every instrument of transfer with the date of its execution specified thereon shall be delivered to the company within sixty (60) days from the date of such execution.  

In the case of a company not having share capital, provisions of sub-rule (1) shall apply as if the references therein to securities were references instead to the interest of the member in the company.  

A company shall not register a transfer of partly paid shares, unless the company has given a notice in Form No. SH.5 to the transferee and the transferee has given no objection to the transfer within two weeks from the date of receipt of notice.  

Main Provisions related to Transfer of Share  

Instrument for Transfer of Share is compulsory: Section 56 provides that a company shall not register a transfer of shares of, the company, unless a proper transfer deed in Form No. SH.4 as given in Rule 11 of Companies (Share Capital & Debentures) Rules 2014 duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee and specifying the name, address and occupation, if any, of the transferee, has been delivered to the company, along with the certificate relating to the shares, or if no such certificate is in existence, along with the letter of allotment of the shares. You may download soft copy of Form No. SH.4.

Time Period for deposit of Instrument for Transfer: An instrument of transfer of shares i.e. Form No. SH.4 with the date of its execution specified thereon shall be delivered to the company within sixty (60) days from the date of such execution by or on behalf of the transferor and by or on behalf of the transferee.  

Value of share transfer stamps to be affixed on the transfer deed: Stamp duty for transfer of shares is 25 paise for every Rs. 100 or part thereof of the value of shares as per Notification No. SO 130(E), dated 28-01-2004 issued by the Ministry of Finance, Department of Revenue, New Delhi.  

Time limit for issue of certificate on transfer (Section-56(4)): Every company, unless prohibited by any provision of law or of any order of any Court, Tribunal or other authority, shall, within One month deliver, the certificates of all shares transferred after the application for the registration of the transfer of any such shares, debentures or debenture stock received.  

Private company shall restrict right to transfer its shares: Entire shareholding of a private company may be owned by a family or other private group. Section 2(58)(i) of the Companies Act, 2013 provides that the Articles of  private company shall restrict the right to transfer the company's shares.  

Restriction on transfer in Private Company not applicable in certain cases: Restriction upon transfer of shares is in private company are not applicable in the following cases:—  

on the right of a member to transfer his/her shares cannot be applicable in a case where the shares are to be transferred to his/her representative(s).

in the event of death of a shareholder, legal representatives may require the registration of share in the names of heirs, on whom the shares have been devolved.  

Note: Restriction should not be in the form of prohibition and Restriction can only be by the Articles of Association.  

Time Limit for Refusal of registration of Transfer: Provisions related to Refusal of registration and appeal against refusal is given in Section 58 of the Companies Act, 2013. Power of refusal to register transfer of shares is to be exercised by the company within thirty (30) days from the date on which the instrument of transfer or the intimation of transfer, as the case may be is delivered to the company.  

Time Limit for appeal against refusal to register Transfer by Private Company: As per section 58(3), a transferee of shares may appeal to the Tribunal against the refusal within a period of thirty (30) days from the date of receipt of the notice from the Company or in case no notice has been sent by the company, within a period of sixty (60) days from the date on which the instrument of transfer or the intimation of transmission, as the case may be, was delivered to the company.  

Time Limit for appeal against refusal to register Transfer by Public Company: As per section 58(4), a transferee of shares may, within a period of sixty (60) days of such refusal or where no intimation has been received from the company, within ninety (90) days of the delivery of the instrument of transfer or intimation of transmission, appeal to the Tribunal.  

Penalty for Non-compliance: Where any default is made in complying with the provisions related to transfer of shares, the company shall be punishable with fine which shall not be less than Rs. 25,000/- but which may extend to Rs. 5,00,000/- and every officer of the company who is in default shall be punishable with fine which shall not be less than Rs. 10,000/- but which may extend to Rs. 1,00,000/-.  

Basic Procedure for Transfer of Share in a Private Company   Generally articles contain the detailed provisions as regards the procedure for transfer of shares. Usually following steps shall be followed by a private company to give effect to the transfer of shares:—  

Transferor should give a notice in writing for his intention to transfer his share to the company.

The company in turn should notify to other members as regards the availability of shares and the price at which such share would be available to them.

Such price is generally determined by the directors or the auditors of the company.

The company should also intimate to the members, the time limit within which they should communicate their option to purchase shares on transfer.

If none of the members comes forward to purchase shares then the shares can be transferred to an outsider and the company will have no option, other than to accept the transfer.

Get the Share transfer deed in form SH-4 duly executed both by the transferor and the transferee. The transfer deed should bear stamps according to the Indian Stamp Act and Stamp Duty Notification in force in the State concerned. The present rate of transfer of shares is 25 Paise for every one hundred rupees of the value of shares or part thereof. Do not forget to cancel the stamps affixed at the time or before signing of the transfer deed.

The signatures of the transferor and the transferee in the share transfer deed must be witnessed by a person giving his signature, name and address.

Attach the relevant share certificate or allotment letter with the share transfer deed and deliver the same to the company. The share transfer deed should be deposited with the company within sixty (60) days from the date of such execution by or on behalf of the transferor and by or on behalf of the transferee.

After receipt of share transfer deed, board shall consider the same. If the documentation for transfer of share is in order, board shall register the transfer by passing a resolution.  

Basic Procedure for Transfer of Share in a Public Company  

Section 58(2) provides that the shares or debentures and any interest therein of a public company shall be freely transferable. Usually following steps shall be followed by a private company to give effect to the transfer of shares:—  

Get the Share transfer deed in form SH-4 duly executed both by the transferor and the transferee.

The transfer deed should bear stamps according to the Indian Stamp Act and Stamp Duty Notification in force in the State concerned. The present rate of transfer of shares is 25 Paise for every one hundred rupees of the value of shares or part thereof. Do not forget to cancel the stamps affixed at the time or before signing of the transfer deed.

The signatures of the transferor and the transferee in the share transfer deed must be witnessed by a person giving his signature, name and address.

Attach the relevant share certificate or allotment letter with the share transfer deed and deliver the same to the company. The share transfer deed should be deposited with the company within sixty (60) days from the date of such execution by or on behalf of the transferor and by or on behalf of the transferee.

After receipt of share transfer deed, board shall consider the same. If the documentation for transfer of share is in order, board shall register the transfer by passing a resolution.  

SECRETARIAL PRACTICE / DRAFTING  

Sample Board Resolution for approval for transfer of share  

The Chairperson informed the Board that Company has received 1 share transfer request, accompanied with share transfer deed duly filled in, signed and stamped along with other related documents, for approval of the transfer of shares of the Company. The matter was discussed and following resolution was passed unanimously:  

“RESOLVED THAT the consent of the Board of Directors of the Company be and is hereby accorded for the transfer of equity shares as per the details given below:  

S. No	Date of Registration of Transfer	No. of Equity Shares	Name of the Transferor	Ledger Folio No. Transferor	Name of the Transferee	Ledger Folio No. Transferee

RESOLVED FURTHER THAT Mr. _________, Company Secretary/Director of the company be and is hereby authorized to make necessary endorsement on the reverse of the Share Certificate and to make entries in the register of share transfer and to do all other necessary act in this regard.to give effect to the above resolution.”  

I am hopeful that this write up would be of some help w.r.t. your professional working and endeavors under Companies Act, 2013. Kindly share your opinion.

Thanks & Regards
CS Nikhil Kalra
csnikhilkalra@gmail.com

The steps involved in changing the registered office from one state to another state under the Companies Act, 2013

The Following steps are involved for changing the registered office from one state to another state:

1. Call for a board meeting to decide on the change in the domicile clause.

2. In the board meeting fix up the date, time, and place of the general meeting and approve the notices for this purpose, send the notices, hold the meeting and pass special resolutions.

3. After taking the approval of the members, file a certified copy of the special resolution along with the explanatory statement in MGT-14 with ROC.

4. Publish a general notice in at least one regional language newspaper and one English language newspaper circulated in the area in which registered office of the company is situated clearly stating the substance of the petition. (INC-26 Format)

5. Send individual notices to all creditors/debenture holders of the company.

6. After a gap of one month from the date of sending notices as above, file application with the Central Government (Regional Director) in an E-form INC-23 alongwith necessary attachments. The application has to be filed with the Regional Bench of the Central Government (Regional Director) at which the existing registered office is situated.

7. Serve a copy of the application on the ROC in E-Form GNL-2.

8. Serve a copy of the application in physical with ROC and RD.

9. Serve a copy of the notice along with an application to the Chief Secretary to the Government of the State where the registered office of the company is situated or to the Administrator/Lt. Governor of the Union Territory where the registered office is situated in the Union Territory.

10. A hearing may take place at the Central Government (Regional Director) office at which creditors, if any, and the representatives of the company are heard before making any order.

11. After receiving the Central Government order for shifting the registered office, the company is required to file certified copy of the order with the ROC alongwith Form No. INC-28 within one month of receipt of certified copy along with the printed copy of the memorandum of association.

12. File Form No. INC-22 with the ROC.

13. Necessary changes are required to be made in the letter heads ,books, records etc. of the company.
14. Arrange to adopt new common seal of the company.

Thanks

Nikhil Kalra

csnikhilkalra@gmail.com

All About Section 8 Company under Companies Act, 2013

Section 8: Formation of companies with charitable objects, etc.

Chapter II

INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO

Provisions of the Companies Act, 2013:

Section 8: Formation of companies with charitable objects, etc.; Section 2(85).

Rules 3(5), 19, 20, 21, 22 and 23 of the Companies (Incorporation) Rules, 2013 [Section 8 (except sub-section (9)) is brought to force with effect from 01 April 2014]

Corresponding provisions of the Companies Act, 1956:

Section 25

Corresponding provisions of the English Companies Act, 2006:

Sections 42, 181 and 226

Applicability:
This provision is applicable to companies incorporated for promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object.

A Section 8 company cannot be treated as a small company, as per definition of ‘small company’.

Application for registration [Section 8(1)]:

Any person or an association of persons intending to be registered as a limited company for charitable purpose can apply for registration of section 8 company. However, it shall prove to the satisfaction of the Central Government that:

(a) its objects includes promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object;

(b) the company on incorporation intends to apply its profits, if any, or other income in promoting such object; and

(c) the company intends to prohibit the payment of any dividend to its members. After perusal, the Central Government may issue license with such conditions as it deems fit and allow the registration of such person or association of persons as a limited company without the addition to its name of the word “Limited”, or as the case may be, the words “Private Limited”.

The power of the Central government is delegated to the Registrar of Companies (‘ROC’) having Jurisdiction over the area where the Registered office of the company is proposed to be situated. Hence, the application for registering such company is to be made to the ROC.

Steps to incorporate Section 8 Company:

1. Make an application.

To incorporate a new company under section, an application  shall be made in Form no. INC.12. And application shall be accompanied with following documents:

(i) draft Memorandum and Articles of association of the Company, in Form no. INC.13;

(ii) Declaration (in Form no. INC.14) by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that the draft memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made there under and all the requirements under section 8 have been complied with;
(iii) an estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure; and
(iv) A declaration (in Form no. INC.15) by each of the persons making the application.

2. Give notice in newspapers.

Within a week from the date of making the application to the Registrar of Companies, the applicant shall publish a notice, in Form no. 2.18, at his own expense:
1. At least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the proposed company is to be situated, and circulating in that district, and

2. at least once in English language in an English newspaper circulating in that district; and
3. On the websites as may be notified by the Central Government. Copy of such notice in newspapers shall be submitted to the Registrar of Companies immediately after their publication.

3. Approval of other authorities.

The Registrar of Companies may require the applicant to furnish the approval or concurrence of any appropriate authority, regulatory body, department or Ministry of the Central or State Government(s).

4. To decide on granting of license under section 8.

The Registrar will wait for 30 days for objections, if any, of any person pursuant to notice published in newspapers. The Registrar may also consult necessary authorities and regulatory bodies. Thereafter, the Registrar of Companies at its discretion, may grant the licence. And such licence may contain conditions as deemed necessary by the Registrar. The Registrar may direct the company to insert in its memorandum, or in its articles, or partly in one and partly in the other, such conditions of the license as may be specified by the Registrar in this behalf.

Effect of Registration:

The Section 8 Company shall enjoy all the privileges and be subject to all the obligations of limited companies. [Section 8(2)].

A firm can be a member of a section 8 company.

To alter the provisions of its memorandum or articles of association, section 8 company will have to obtain the previous approval from the Central Government.

Revocation of licence:

The Central Government may, by order, revoke such licence granted under section 8, if:
a) the company contravenes section 8; or

b) the company contravenes the conditions subject to which licence is issued; or
c) affairs of the company are conducted in a fraudulent manner or in violation of object of the company or prejudicial to the interest of the public. Further, the Central Government may direct the company to change its status from section 8 company to either private or public limited company. And also direct it to change its name to include the word “Limited” or words “Private Limited”. However, before making order, the Central Government shall give reasonable opportunity of hearing to the company.
Upon receiving such an order, Where the licence granted to a company registered under section 8 has been revoked, the company shall intimate to the Registrar and apply in Form no. 2.23 to convert its status and change of name accordingly.
The revocation of licence does not absolve the company from the punishment that may follow under the Act.

On revocation of licence the Central Government may, in public interest, order such company to be wound up or amalgamate with another company registered under this section having similar objects. However, before making order, the Central Government shall give reasonable opportunity of hearing to the company.

Where the licence is revoked and the Central Government is satisfied that in public interest, such company shall amalgamate with another company registered under section 8 and having similar objects, then the Central Government may order details of amalgamation like forming a single company, transfer of assets and liabilities etc. This right of the Central Government prevails even if they are contrary to other provisions of the Companies Act, 2013.

Winding up of section 8 company: Upon winding up or dissolution of section 8 company and after satisfaction of its debts and liabilities, if there remains any asset then the same shall be transferred, as per direction of the National Company Law Tribunal either to another section 8 company with similar object or to the credit of the Rehabilitation and Insolvency Fund formed under section 269.

Amalgamation of section 8 company:

Section 8 company can amalgamate only with other section 8 company and having similar objects.

Conversion of existing limited company into Section 8 Company:

A limited company registered under any previous company law or under the Companies Act, 2013, with any of the objects specified in (a) above and the restrictions and prohibitions as mentioned respectively in (b) and (c) above and which is desirous of being registered under section 8, without the addition to its name of the word “Limited” or as the case may be, the words “Private Limited”, shall make an application in Form No. 2.14 (Part B) to the Registrar of Companies.

Conversion of Section 8 Company into other form of company:

Section 8 company may convert itself into company of any other kind after complying with conditions as may be prescribed. Rule 2.18 contains detailed procedure to this effect. Briefly the same is as under:

Step 1: Consent of members

1. Section 8 company shall get approval of its members by way of a special resolution at a general meeting for approving such conversion.

2. The explanatory statement annexed to the notice convening the general meeting shall set out details as mentioned in the rule 2.18(1), including the reasons for such conversion.
3. A certified true copy of the special resolution along with a copy of the Notice and the explanatory statement shall be filed with the Registrar.

Step 2: All filings shall be up-to-date

The company should have filed all its financial statements and Annual Returns upto the financial year preceding the submission of the application to the Regional Director and all other returns required to be filed under the Act up to the date of submitting the application to the Regional Director.

Step 3: Obtain NOC, if so required

Where the company has obtained any special status, privilege, exemption, benefit or grant(s) from any authority such as Income Tax Department, Charity Commissioner or any organisation or Department of Central Government, State Government, Municipal Body or any recognized authority, a “No Objection Certificate” must be obtained, if required under the terms of the said special status, privilege, exemption, benefit or grant(s) from the concerned authority and filed with the Regional Director, along with the application.

It may be noted that the Regional Director may require the applicant to give the approval or concurrence of any particular authority for grant of his approval for the conversion.

Step 4: Certificate from professionals

The company shall attach with the application, a certificate from practicing Chartered Accountant/ Company Secretary in practice/ Cost Accountant certifying that the conditions laid down in the Act and these rules about conversion of a company registered under section 8 into any other kind of company, have been complied with.

Step 5: Make an application

File an application in Form no. 2.21 for approval for converting itself into a company of any other kind with the Regional Director and the Registrar of Companies in Form no. 7.14. Copy of application in form no. 2.21 shall also be filed with the Registrar of Companies.

The Board of directors shall give a declaration stating that no part of the income or property of the company has been or shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise to persons who are or have been members of the company or to any one or more of them or to any persons claiming through any one or more of them.

Step 6: Give notice in newspapers

Within a week from the date of making the application to the ROC, the company shall publish a notice, in Form no. INC.26, at his own expense:

1. At least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the proposed company is to be situated, and circulating in that district, and

2. at least once in English language in an English newspaper circulating in that district; and

3. On the websites as may be notified by the Central Government.

Copy of such notice in newspapers shall be submitted to the Regional Director immediately after their publication.

Step 7: Inform other authorities

The company shall send the copy of the notice, simultaneously on its publication and copy of the application and all attachments by registered post or hand delivery to:
(i) The Chief Commissioner of Income Tax having jurisdiction over the company,
(ii) Income Tax Officer who has jurisdiction over the company,
(iii) the Charity Commissioner,

(iv) the Chief Secretary of the State in which the registered office of the company is situated,
(v) any organisation or Department of the Central Government or State Government or other authority under whose jurisdiction the company has been operating.
Such authorities shall make representations, if any, to the Regional Director within sixty days of the receipt of the notice.

There is no provision in the Rules of keeping the company informed of the representation by other authorities before the Regional Director.

Step 8: Regional Director may approve or reject the conversion

On being satisfied , the Regional Director shall issue an order approving the conversion of the company into a company of any other kind subject to such terms and conditions as may be imposed as it may deem fit.

The Rule prescribes several conditions which may also be imposed. These are as under:
a) The company shall give up and shall not claim, with effect from the date its conversion takes effect, any special status, exemptions or privileges that it enjoyed by virtue of having been registered under section 8;

b) If the company had acquired any immovable property free of cost or at a concessional cost from any government or authority, it may be required to pay the difference between the cost at which it acquired such property and the market price of such property at the time of conversion either to the government or to the authority that provided the immovable property;

c) Any accumulated profit or unutilized income of the company brought forward from previous years shall be first used to settle all outstanding statutory dues, amounts due to lenders claims of creditors, suppliers, service providers and others including employees and lastly any loans advanced by the promoters or members or any other amounts due to them and the balance, if any, shall be transferred to the Investor Education and Protection Fund. within thirty days of receiving the approval for conversion.

Before imposing the conditions or rejecting the application, the company shall be given a reasonable opportunity of being heard by the Regional Director.

Step 9: If conversion is approved, alter memorandum and articles

On receipt of the approval of the Regional Director the company shall pass a special resolution for amending its memorandum of association and articles of association consequent to the conversion of the section 8 company into a company of any other kind.

Step 10: Obtain fresh certificate of incorporation

The Company shall thereafter file with the Registrar:

a) a certified copy of the approval of the Regional Director,

b) Amended memorandum of association and articles of association of the company; and
c) A declaration by the directors that the conditions, if any imposed by the Regional Director have been fully complied with.(([Rule 2.19(9)(ii) ))

On receipt of the aforesaid documents, the Registrar of Companies shall register the documents and issue a fresh Certificate of Incorporation.

Penalty:
Section 8 company who makes default in complying with the provisions of section 8 shall be punishable with fine which shall not be less than Rs. 10,00,000/- but which may extend to Rs. 1,00,00,000/-.

Further, the directors and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to 3 years or fine which shall not be less than Rs. 25,000/- but may extend to Rs. 25,00,000/- or with both, imprisonment and fine.

Nature of offence:

Since officers of section 8 company may be punished with imprisonment, it is necessary to decide nature of offence.

As violation of section 8 is not covered under sub-section 6 of section 212, it is non-cognizable offence as provided in section 439.

Court to take cognizance of offence of section 8 only upon complaint filed by either:
a) shareholders of the company; or

b) the Registrar of Companies; or

c) a person authorised by the Central Government.

And offence shall be triable only by a special court, as provided under clause (a) of sub-section 1 of section 436.

Adjudication:
Under Section 454, the officer appointed by the Central Government, not below the rank of Registrar of Companies, may adjudicate and impose monetary penalty for violation of this section, where it decides that no prosecution be launched. However, before imposing penalty, an opportunity of hearing shall be given to the Company and its officers.

Compounding:
It may be noted that under section 441, where offence is punishable with fine only, may be compounded by the National Company Law Tribunal or where the fine does not exceed Rs.5,00,000/- by the Regional Director or any other officer authorised by the Central Government. Only company may apply for compounding for violation of section 8. Since directors and officers of section 8 company who is in default are punishable with fine or imprisonment or both, they cannot avail compounding mechanism to settle the contravention.

Summary of forms and records:

Form no. INC.12 for application to be made for obtaining the license.
Form no. INC.13 for Memorandum of Association of the proposed company.
Form no. INC.14  for declaration about compliance of section 8 and rules made there under by any of the prescribed professionals.

Form no. INC.15 for a declaration by each person making the application.
Form no. INC-26 for notice to be published in the newspaper.

Form no. INC.16 and form no. INC.17 as applicable for the form of license to be granted by the Registrar.

Form no. MGT14 for filing certified true copy of the special resolution along with a copy of the Notice and the explanatory statement with the Registrar.
Form No. INC.18 for filing an application for approval for converting itself into a

company of any other kind with the Regional Director.

Form No.INC.19 for publishing a copy of the notice shall be sent immediately to the Regional Director.

Form No. INC.20 for intimating to the Registrar by the company to convert its status and change of name accordingly in case of revocation of license.