Dileep_Matham (Member of GST Team) (67 Points)
31 August 2010HI EVERYONE,.. I GOT A DOUBT REGARDING DRAFTING OF AOA.
CAN A CLAUSE BE MADE IN THE AOA WITH REGARD TO THE SHARE CAPITAL AS " THE AUTHORISED SHARE CAPITAL OF THE COMPANY WOULD BE THE SAME AS MENTIONED IN THE MOA" SO THAT THE AOA NEED NOT BE AMENDED AS AND WHEN THERE IS A CHANGE IN THE CAPITAL CLAUSE ??
PL REPLY
Regards--
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 31 August 2010
Ofcourse, Mr. Dileep AOA are drafted in such manner that generally it is not required to be amended for change of Capital...
For Example:-
"The Authorised Capital of the Company shall be of such sums and comprising of such number of shares as specified in Clause V of Memorandum of Association of the Company from time to time."
Priti
(Company Secretary)
(96 Points)
Replied 31 August 2010
Hi,
U can use the following language in your AOA:
The authorized Share capital of the company shall be such amount as may be from time to time be authorised by clause 5 of the memorandum.
Regards,
Priti
Dileep_Matham
(Member of GST Team)
(67 Points)
Replied 31 August 2010
THNQ BOTH.... RECENTLY THE ROC OFFICIALS ASKED US TO SPECIFY SEPARATELY THE COMPOSITION OF SHARE CAPITAL IN THE AOA AS WELL.
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 31 August 2010
Please check your MOA whether composition of share capital is clearly mention or not then discuss with the ROC people about the same topic and clarify their doubt. But there is no need to mention the composition in the Articles.Because, it may cause undue hardship to the Company in future.
CA Final
(CA Final Student)
(856 Points)
Replied 01 September 2010
Thanks..................................
Shivaram
(Service)
(81 Points)
Replied 03 September 2010
I concur with Mr. Ankur's view that AoA is not required to be amended for change of capital. However, you may please clarify with ROC on the exact requirement.
Regards, SV
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 03 September 2010
Dear Friend,
You can write down following under capital clause of Article of Associations:
The Authorised Share Capital of the Company is as mentioned in Clause V of the Memorandum of Association of the Company.
Regards
CS Ajay Mishra
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