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Increasing authorised capital

SREENATH P. (Company secretary) (208 Points)

17 July 2018

Dear Experts,

I have a query regarding increasing authorized capital pursuant to merger order.whether the transferee Company need to file SH-7 for increasing authorised capital of the Company by considering post merger Authorised Capital(Authorised capital of transferor +Authorised capital of transferee).If yes, when it is to be filed? before filing of NCLT order with RoC or post filing of order? Section 232(11) saying that transferee Company shall file an application with RoC along with scheme registered, indicating the revised authorsied capital and pay the prescribed fee due on revised capital.

Kindly share your views.Thanks in advance.

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4 Replies

Jatin Bajaj (CS) (2930 Points)
Replied 18 July 2018

No, there is no need to file any Form SH 7 for increase in the authorized share capital at the time of post merger. As at the time of merger there is the concept of single window clearence, so SH 7 would not be filed. The Complete scheme of merger along with the copy of board resolution shall be filed with ROC indicating the authorized share capital of pre merger and post merger in Form GNL 1 . Mandatory attachments include Scanned copy of Board Resolution, Scehme of merger, second motion application to authority.

After the order of the appropriate authority , the order has to be filed in Form INC 28 within 30 days of order

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Sweety goyal (student) (22 Points)
Replied 06 September 2019

THEN HOW AUTHORIZED SHARE CAPITAL WILL INCREASE POST AMALGAMATION ON MCA. IN THE BOOKS OF THE COMPANY AUTHORIZED SHARE CAPITAL WILL INCREASE POST AMALGAMATION AS CAPITAL OF BOTH THE COMPANIES WILL GET CLUBBED.

PLEASE CLARIFY HOW THIS WILL BE EFFECTED ON MCA

Jatin Bajaj (CS) (2930 Points)
Replied 10 September 2019

While filing form INC 28 i.e by filing court order to ROC, all the attachments including scheme of merger/amalgamation and details of authorized capital is annexed as an attachment while filing court order to ROC. So no need to separately file form SH 7 for increase in the authorized share capital of the Company.