variation in the rights u/s 106

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CS Ashish Jain (Querist)
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06 August 2010 As per the provisions of the section 106 of the Companies Act, 1956 rights attached to the class of shareholders can be varied by passing a special resolution or with the written consent of the 3/4th shareholders of that class. Presently we are having 4% Cumulative Redeemable Preference shares now we want to convert those shares into Non Cumulative Redeemable Preference Shares.

1. My question is that whether the approval of the Board is also required for the variation, if we go for the written consent?
2. Whether any intimation is required to be filed with the ROC after variation as we are reducing the rate of interest from 4% to 0%.
3. If yes, in which Form intimation is to be filed with ROC.

Jagruti (CS)

Jagruti (CS) (Expert)
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06 August 2010 Any resolution to be passed by the members is generally approved by the board so in Board meeting calling EGM pass resolution for the variation of shares.

After memebrs approval you have to initmate the ROC by filing Form 23 as per Sec. 192(4)(e).

Also check if articles of COmpany authorise such variation if not whether issue terms provide for such variation of terms of shares

CS Ashish Jain

CS Ashish Jain (Querist)
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06 August 2010 Thanks for the quick reply.

I want to know that if we go for the written consent, then also we need to file form 23 with ROC because in such a case there shall be no EGM.

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Jagruti (CS)

Jagruti (CS) (Expert)
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06 August 2010 Yes even in case you obtain consent in writing i.e. Circular resolution than too you have to file the Form 23