2.1.33-Companies (Incorporation) Rules, 2014

33. Alteration of articles.-

(1) For effecting the conversion of a private company into a public company or vice versa, the application shall be filed in  with fee.

(2) A copy of order of the competent authority approving the alteration, shall be filed with the Registrar in  with fee together with the printed copy of the altered articles within fifteen days of the receipt of the order from the Central Government.

Explanation.- For the purposes of this sub-rule, the term “competent authority” means, the Central Government.

 Subject to the provision of sub-rule (1), for effecting the conversion of a public company into a private company a copy of order of the Tribunal approving the alteration, shall be filed with the Registrar in with fee together with the printed copy of altered articles within fifteen days from the date of receipt of order from the tribunal.

Subject to the provisions of sub-rule (1), for effecting the conversion of a public company into a private company, Service Request Number (SRN) of Form No. RD-1, pertaining to order of the Regional Director approving the alteration, shall be mentioned in Form No. INC-27 to be filed with Registrar along with fee together with the altered e-Memorandum of Association and e-Article of Association within fifteen days from the date of receipt of the order from the Regional Director.

(1) In case a company fails to change its name or new name, as the case may be, in accordance with the direction issued under sub-section (1) of section 16 of the Act within a period of three months from the date of issue of such direction, the letters “ORDNC” (which is an abbreviation of the words “Order of Regional Director Not Complied”), the year of passing of the direction, the serial number and the existing Corporate Identity Number (CIN) of the company shall become the new name of the company without any further act or deed by the company, and the Registrar shall accordingly make entry of the new name in the register of companies and issue a fresh certificate of incorporation in :

Provided that nothing contained in sub-rule (1) shall apply in case e-form filed by the company is pending for disposal at the expiry of three months from the date of issue of direction by Regional Director, unless the said e-form is subsequently rejected.

(2) A company whose name has been changed under sub-rule (1) shall at once make necessary compliance with the provisions of section 12 of the Act and the statement, “Order of Regional Director Not Complied (under section 16 of the Companies Act, 2013)” shall be mentioned in brackets below the name of company, wherever its name is printed, affixed or engraved:

Provided that no such statement shall be required to be mentioned in case the company subsequently changes its name in accordance with the provisions of section 13 of the Act.