16 October 2007
What is the provision for a Pvt CO to increase its authorised capital and under which section are all other matters related to pvt co dealt with?
16 October 2007
SEC 94 TO SEC 97 OF COS ACT DEAL WITH INCREASE OF AUTH. CAPITAL. THERE IS NO DIFFERENCE BETWEEN PVT AND PUBLIC LTD COS. THE CRITERION IS A CASE OF COMPANY HAVING SHARE CAPITAL.NO OTHER CRITERION. R.V.RAO
16 October 2007
94. POWER OF LIMITED COMPANY TO ALTER ITS SHARE CAPITAL. (1) A limited company having a share capital, may, if so authorised by its articles, alter the conditions of its memorandum as follows, that is to say, it may -
(a) increase its share capital by such amount as it thinks expedient by issuing new shares;
(b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(c) convert all or any of its fully paid up shares into stock, and reconvert that stock into fully paid up shares of any denomination;
(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum, so however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;
(e) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.
(2) The powers conferred by this section shall be exercised by the company in general meeting and shall not require to be confirmed by the Court.
(3) A cancellation of shares in pursuance of this section shall not be deemed to be a reduction of share capital within the meaning of this Act.
so a pvt co can in a GM increase its authorised cap and file form 5,
But anywhere in the books/records of the company are the number of members (limiting to 50) named .Suppose if the numberis less than i.e if its 3 and later on the co wants to increase the number of members to 15 for want os share capital ,then such an increase in number of members of 15 need to be intimated to ROC or it can be done away with??
17 October 2007
Once you allot shares you need to file Form 2 for return of allotment. Further in Annual Return under Schedule V of the Companies Act you need to intimate details of the Shareholders after AGM. (Annual Return need to be filed only after AGM)
In the definition of the Pvt. Company in Section 3(1)(iii)(b) the number of members in the Pvt.Co. is restricted to 50.
In case if you are allotting shares to the other than existing shareholders, you need to check the Articles of Association of the Company. Generally, in case of further allotment of shares, you need to offer the same first to existing shareholders. On refusal by the existing shareholders, you may allot the same to outsiders.
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