Ad Free CAclubindia and Daily Updates on your Mobile. Subscribe Now!

Changes in the structure of share capital

Gargi Ranade (CS) (619 Points)

17 October 2012

Dear All,

We are Pvt. Ltd. Co. having Authorised Share Capital of 76 Cr.

Authorised Capital is divided in to 36 Cr. Equity Capital, fully issued & 40Cr. of Pref. sharer Capital.

40 Cr. Pref capital is redeemed over the period. Howver in order to keep option open we have reduced pref. capital only through paid up capital . hence , Authorised share Capital still has 40Cr. in Prf. Capital.

Now we want to infuse fresh equity capital in the company. Is there any way by which we can reclassify the Authorised share capital fully in to 76 Cr. of Equity Capital.

What is the procedure for the same?

Regards,

Gargi

Reply
Follow
Share

2 Replies

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 17 October 2012

Dear Gargi ji,

Yes, you may pass Ordinary Resolution and reclassify the Authorised Share Capital, you need to file form 5 in this regard. No fee is to be paid in this regard except filing fee of form 5.

Upgrade to CAclubindia Pro. Subscribe Now!

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 17 October 2012

Draft resolution for reclassification of Authorised Share Capital:

“RESOLVED THAT pursuant to the provisions of Section 94(1)(e), 94(1)(a), 95 and other applicable provision(s) of the Companies Act, 1956, if any, the un-issued Authorized Equity Share Capital of the Company to the extent of Rs.2,00,00,000/- (Two Crores Only) divided into 20,00,000 (Twenty Lacs) Equity Shares of Rs. 10/- each be reclassified as Preference Share Capital by way of cancellation of the said Authorized Equity Share Capital and creation in lieu thereof the Preference Share Capital of Rs. 2,00,00,000/- (Two Crores Only) divided into 20,00,000 (Twenty Lacs) Preference Shares of Rs. 10/- each, without altering the overall Authorised Capital of Rs. 10,00,00,000/- (Rupees Ten Crores Only).”

RESOLVED FURTHER THAT, Clause V of Memorandum of Association of the Company be substituted as under:-

“The Share Capital of the Company is Rs.10,00,00,000/-(Rupees Ten Crores Only) divided into 80,00,000 (Eighty Lac) Equity Shares of Rs. 10/-(Rupees Ten) each and 20,00,000 (Twenty Lac) Preference Shares of Rs.10/- (Rupees Ten) each with power to increase or reduce the capital and to divide and subdivide the shares into several classes and to attach there to respectively such preferential qualified or special rights, privileges or conditions, as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act,1956, or as provided by the Articles of Association of the Company for the time being.”

1 Like