Form 5 for Sub-Division and Increase in Auth, Capital

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Bhavya Agarwal (Querist)
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13 May 2011 My clients need to sub-divide the existing share of Rs. 10 to Rs. 1 each and subsequently increase the authorised share capital from Rs. 5,00,000 to 50,00,000.

EGM has been conducted and all the resolutions are passed accordingly. MOA has been altered and NO alteration in AOA is required. No spl resolution therefore form 23 not required.

Now my query is, for conducting above special business we need to file Form 5 twice, first for subdivision and second for increase in capital.

Query 1) SHOULD WE FILE BOTH THE FORMS SIMULTANEOUSLY or ONE BY ONE (First for Sub-division and after the First is approved then Second)?

Query 2) While filing Form 5 for the sub-division, we need to attach the altered MOA for changes in capial clause. But now the MOA's Capital clause contains Authorised Capital of Rs 50,00,000 divided into 50,00,000 equity shares of Rs. 1/- each.
How will it justify?

Pls let me know the solution asap.

CA Bhavya.

CS Taher

CS Taher (Expert)
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13 May 2011 1. If the capital cluause in AOA says Capital as per MOA thn alter only MOA by passing Ordinary Resolution no need to altered AOA ,if the Capital Clause in AOA described the capital of the company in details thn u hav to altered AOA by passing Special Resolution in EGM.
2. u have to pass Ordinary resolution in case u alter only MOA otherwise Special Resolution if AOA is altered. In both the case u have to file form 23.
3. No need to file form 5 even once, only file form 23 along with altered MOA or AOA if AOA is altered.
4. If th Auth capital is increased or decreased thn only file form 5.

Bhavya Agarwal

Bhavya Agarwal (Querist)
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13 May 2011 Sir,
I didn't asked any question about the resolution. my query is very specific, kindly go with the queries once again.

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Bhavya Agarwal

Bhavya Agarwal (Querist)
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13 May 2011 Sir,
I didn't asked any question about the resolution. my query is very specific, kindly go with the queries once again.

CS Taher

CS Taher (Expert)
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13 May 2011 Dear Bhaviya my answer is very specific & to the point.

Ans to ques 1 - u dont need to file form 5, only u hav to file form 23.

Ans to ques 2 - u need to attached altered MOA along with form 23 only.

Bhavya Agarwal

Bhavya Agarwal (Querist)
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13 May 2011 Sir,
As i have mentioned that we didn't altered our AOA (since it says capital as per MOA), therefore we have not passed any special resolution. All the resolutions were passed as ordinary resolution.

Firstly we have sub-divided the equity share from Rs. 10/- to Rs. 1/-. Now as per Sec 95 of Companies Act, we have to inform ROC by giving notice about such sub-division.

Secondly we have raised the authorised capital from Rs. 5,00,000 to Rs. 50,00,000 and again we have to bring such change in notice of ROC.

Since both the resolutions have an impact on the capital clause in MOA, and there is no provision in Form 5 to report both the changes simultaneously.

Now please tell me how do i proceed.

CS Taher

CS Taher (Expert)
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13 May 2011 Dear Bhavya i didnt notice tht the auth cap is increased, then in this case u hav to file form 23 first along with altered MOA along with notice & Resolution of the EGM then u have to file form 5 simultaneously with form 23(with SRN) or after approval of form 23.
Hope this time the querry is resolved..