Share split

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

02 January 2012 Hi All,

Please let me know the procedure to change 100 shares of Rs. 1000/- each to 100000 shares of Rs. 10/- each.

resolution and documents required and what forms need to be filed to ROC.

CS Pawan Kumar Baid

CS Pawan Kumar Baid (Expert)
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02 January 2012 Its not possible at all ....

As you have 100 share of 1000/- i.e.

100 x 1000 = 100,000/- (nominal capital)

you want to convert as ..

100000 x 10 = 10,00,000

It means its not conversion.

Even if you wish you can do: -

Pass BoD resolution to convert share of 1000/- into 10/- hence your capital will be 10000 shares of Rs 10 each.

Then pass another resolution to increase your capital from Rs 100000/- to 10,00,000/-.

Regards

Parashar

Parashar (Expert)
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02 January 2012 Yes pawan is absolutely correct.

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CS Jithesh (ACS,)

CS Jithesh (ACS,) (Expert)
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02 January 2012 But in normal circumstances, you have to file Form 23 and Form 5 for the splitting of share and the same has to be amended in the AOA and MoA. So first you pass a special resolution and file the same in Form 23 with proper explanatory statement and therafter file the form 5 within 30 days.

Jithesh

CS Jithesh (ACS,)

CS Jithesh (ACS,) (Expert)
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Querist : Anonymous

Querist : Anonymous (Querist)

02 January 2012 Thanks all for your valuable comment ....

Jiten Gupta

Jiten Gupta (Expert)
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03 January 2012 As per my View

According to section 94(1)(b), u can consolidate the existing shares of smaller amount into larger amount and this procedure require previous approval of Share holders in General Meeting.

Further An ordinary resolution for change in Capital Clause of MOA shall be passed. Here no need to alter AOA because AOA contains the provision that Capital of the Company shall be according to the Clause (V) of MOA.

CS Jithesh (ACS,)

CS Jithesh (ACS,) (Expert)
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04 January 2012 Its not necessary that the same Clause V shall be mentioned in the AOA. if the same is mentioned, then u r right that Ordinary resoution is enough, but some companies will specify the capital clause in terms of numbers, class and value per share. In such circumstances, it is required to be in Special Resolution. Its all depend on how your AoA is drafted

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