Section 37(8) in The Companies (Incorporation) Rules, 2014
(8)An Unlimited Liability Company shall not be eligible for conversion into a company limited by shares or guarantee in case-(a)its networth is negative, or(b)an application is pending under the provisions of the Companies Act1956 or the Companies Act, 2013 for striking off its name, or(c)the company is in default of any of its Annual Returns or financial statements under the provisions of the Companies Act, 1956 or the Companies Act, 2013, or(d)a petition for winding up is pending against the company, or(e)the company has not received amount due on calls in arrears, from its directors, for a period of not less than six months from the due date; or(f)an inquiry, inspection or investigation is pending against the company.
