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Conversion of preference shares into equity shares

Abhinay Kumar (Company Secretary) (38 Points)

22 September 2008

Dear Friends,

Could you please guide me:

1. How to convert preference shares into equity.

2.What forms are required to be filed with the RoC.

3. Preference shares was issued to NRI Company in lieu of FDI in the indian company, no approval was required at the time of alllottment, is it necessary to intimate RBI on the same.

Your prompt reply will be highly appreciated.

Best regards,

Abhinay Kumar

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15 Replies

S.Srinivasaraghavan (Chief Financial Officer and Co) (11318 Points)
Replied 22 September 2008

1.You can convert them into equity only if the terms of issue permit it.

2. As far as ROC is concerned only return of allotment will be there.

3.This depends upon the terms of issue.

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Abhinay Kumar (Company Secretary) (38 Points)
Replied 22 September 2008

Thanks Mr. Srinivasaraghavan,

Conversion is provided by Shareholders agreement, Form 5 is not required to be filed? only Form 2 will suffice the matter.

Please intimate.

Lineesh James (Company Secretary) (30 Points)
Replied 22 September 2008

You may file Form 5 for Reclassification of shares, if your Equity share capital cannot accommodate such conversion

Abhinay Kumar (Company Secretary) (38 Points)
Replied 22 September 2008

Thanks Lineesh,

we have sufficient authorised capital to meet conversion, even than is it necessary to file Form 5 under the head redemption of prefernce shares?

Abhinay Kumar (Company Secretary) (38 Points)
Replied 22 September 2008

under which heading Form 2 sholud be filed:

share allotted in cash or consideration otherwise than in cash?

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Lineesh James (Company Secretary) (30 Points)
Replied 24 September 2008

I feel the consideration is cash since otherwise the Company has to redeem the shares in cash!

(Guest)

dear members

please guide me about the procedure for conversion of preference shares into equity.

shall we need to file form no 5 and form no 23 with the concerned registrar of comnpanies?

(Guest)

is it possible to reclassify equity shares to preference shares? If so, what is the process for the same

(Guest)

yes yes yes yes

(Guest)

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BHARAT (service) (22 Points)
Replied 16 January 2009

a company A is subscribe a pref. shares in B company. and B company has investment in C company.

at the time of redemption of pref. shares can B company given his investment of C company to A company in liew of the pref. shares redemption ?

Pooja..... (company secretary) (41 Points)
Replied 02 February 2009

in our private ltd. company there is conversion of Preference Shares into equity shares, for this we have to reclassify our Authorised Capital, and after doing this i have to issue new equity shares at premium.please guide me necessary filing with ROC in the whole process.

Jignesh (CS) (32 Points)
Replied 11 May 2009

for re-classification of authorised share capital you have to file 23 and Form 5 with ROC.

In form 5 u have to show cancellation of the portion which you want to reclasify and in next heading you have to show as reclassfication of authorised share capital.