Golden Fern Industries Ltd., a public company, is considering conversion into a private limited company. As of the current record, the company has…

CA Intermediate · Corporate and Other Laws · MTP · September 2025
Golden Fern Industries Ltd., a public company, is considering conversion into a private limited company. As of the current record, the company has 205 members, categorized as follows: Particulars No. of members Directors and their relatives 40 Current Employees 20 Ex-employees (who were allotted shares while employed) 15 Joint holders (6 couples holding shares jointly) 12 Others 118 In light of the provisions of the Companies Act, 2013, advise whether the company needs to reduce its number of members before proceeding with the conversion to a private limited company.

Suggested Answer and Working Notes:

(a) According to section 2(68) of the Companies Act, 2013, "Private company" means a company having a minimum paid-up share capital as may be prescribed, and which by its articles, except in case of One Person Company, limits the number of its members to two hundred. However, where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member. It is further provided that - (A) persons who are in the employment of the company; and (B) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the number of members. In the instant case, Golden Fern Industries Ltd. may be converted into a private company only if the total members of the company are limited to 200. Total Number of members (i) Directors and their relatives 40 (ii) 6 Couples (6x1) 6 (iii) Others 118 Total 164 Therefore, there is no need for reduction in the number of members since existing number of members are 164 which does not exceed maximum limit of 200.

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