Increase in authorised capital

This query is : Resolved

Pooja (Querist)
Follow

20 March 2014 Dear All Experts,

Can we file form -5 at back date or can we increase the authorised capital at back date??
I am putting an example for such situation pls reply...
There is one pvt ltd co. ABC pvt ltd, is authorised share capital is 5 lacs as of 31.03.2013 and the company has filed its annual returns and Balance Sheets (Form 20B, 23AC and 23ACA) with the old auth.capital i.e. 5 lacs but now the directors wants to increase the authorised capital at back date like april 2013 because they had takeover one prop. ship firm(one of the director was an owner of that firm) in april 2013.

Queries
1. co. can file form-5 at back date>(apr. 2013)
2. Will it effect in future that the forms 20B,23AC ACA was filed with the old Auth. capital (AGM date is 28.09.2013)
3. If we increase the Auth. Capital after AGM then the Companies Act 2013 will be applicable then we need to update the whole MOA and AOA?

pls advice that will it affect in future filing form 5 in back date.OR we should increase capital after AGM?? with the new rules of Companies Act 2013...only??

Please reply..
Thanking in advance

Best Regards
Pooja

Pooja

Pooja (Querist)
Follow

21 March 2014 please reply experts... its very urgent...

CS Adnan Shaikh

CS Adnan Shaikh (Expert)
Follow

21 March 2014 Please refer the following:

1. Form 5 can be filed back dated but it will attract penalty apart from registration fees.

2. You are proposing to increase authorized cap in april. So you may increase authorized capital in april and subsequently file revised Form 20B with proper capital details.

3. If you are filing in April, no need to update whole MOA and AOA.

Regards,
Adnan

Message likes : 1 times

Upgrade to CAclubindia Pro. Subscribe Now!

Pooja

Pooja (Querist)
Follow

21 March 2014 Dear Sir,

Thanks a lot...

so should i proceed wid the procedure of filing form -5?? and after that wen i wud file revised form 20B will it be acccepted??

Thanks in advance ...
Best Regards
Pooja

CS Adnan Shaikh

CS Adnan Shaikh (Expert)
Follow

21 March 2014 If your management wants it you can proceed. Please note that, MCA website will not be functional after 25th march, so in my opinion you have to complete the formalities before that.

Regarding revised Form 20B, in my opinion it will be accepted. As new forms are going to be released soon, I am not sure whether MCA will keep old forms also along with new forms. So try to complete it before 25th march.

Pooja

Pooja (Querist)
Follow

21 March 2014 ok... thanku so much sir...

CS Adnan Shaikh

CS Adnan Shaikh (Expert)
Follow

21 March 2014 You are most welcomed.

Pooja

Pooja (Querist)
Follow

22 March 2014 Sir,

Today i have deposited these challans by cheque mode... now if i will file form -20B(revised) on monday it will be accepted ????

and later on i also have to file form-2 for allotment at back date??

As after 25th the old forms will be ceased??

what should i do sir?? i am totally confused?? pls advice

will it be possible if i file form 2(new form)at back date....

Upgrade to CAclubindia Pro. Subscribe Now!

Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
Follow

31 July 2024 ### Handling Increase in Authorized Capital and Filing Forms

To address your queries regarding the increase in authorized capital and the associated filing requirements, here’s a detailed response:

#### **1. Can we file Form-5 at back date?**

**No**, you cannot file Form-5 (now Form SH-7) with a back date. The form for increasing authorized capital should be filed within 30 days of passing the resolution to increase the authorized capital. The Companies Act, 2013 requires that the filing be done in real-time with the date of the resolution, and retroactive filings are not permitted.

#### **2. Will it affect future filings if Form 20B, 23AC, and 23ACA were filed with the old authorized capital?**

Yes, it will affect future filings:

- **Annual Returns (Form 20B)**: Should reflect the correct authorized capital as on the date of the AGM. If the authorized capital is increased after the AGM date, the increase should be reflected in the subsequent annual return.
- **Balance Sheets (Forms 23AC and 23ACA)**: Should align with the authorized capital as of the end of the financial year. The annual financial statements must be updated to reflect any changes in the capital.

#### **3. If we increase the authorized capital after AGM, what about compliance with Companies Act, 2013?**

- **Update MOA and AOA**: Yes, if the increase in authorized capital occurs after the AGM, you will need to update the Memorandum of Association (MOA) and Articles of Association (AOA) to reflect the new capital structure.
- **Form SH-7**: You need to file Form SH-7 to notify the Registrar of Companies (ROC) about the increase in authorized capital.

#### **Steps to Proceed:**

1. **Increase Authorized Capital Post-AGM:**
- **Pass Board Resolution**: Approve the increase in authorized capital through a board resolution.
- **Pass Special Resolution**: If needed, pass a special resolution in a general meeting.
- **File Form SH-7**: Submit Form SH-7 for the increase in authorized capital.

2. **Revise Annual Returns (Form 20B):**
- **Revised Filing**: If the increase in authorized capital is significant and affects the annual returns, you might need to file a revised Form 20B. Note that old forms are replaced by new ones, so you should use the updated forms.

3. **File Form 2 (New Form SH-6 for Allotment):**
- **Current Forms**: Since Form 2 is ceased, you will use Form SH-6 for the allotment of shares. File this form to reflect the allotment of shares in accordance with the increase in capital.

4. **Ensure Compliance with New Rules:**
- **Check Applicability**: Ensure that all changes are compliant with the Companies Act, 2013. New forms and rules should be followed.

5. **Post-Filing:**
- **Follow-Up**: Ensure that the updated capital structure is reflected in all future filings and annual returns.

### **Key Points:**

- **Timely Filing**: Always file forms within the prescribed time limits to avoid issues.
- **Current Forms**: Use the updated forms as per the Companies Act, 2013.
- **Compliance**: Make sure that all documents (MOA, AOA, annual returns) are updated in line with the new capital structure.

### **Summary**

You cannot backdate Form SH-7 or other forms; the filings should reflect the actual date of the increase in capital. Update your records and documents as needed, and ensure compliance with the latest regulations.

If you have specific deadlines or requirements, it might be beneficial to consult a company secretary or legal expert to guide you through the process and ensure all filings are done correctly.