Krushna (ACS) (119 Points)
30 June 2010Authorised Share Capital of the company is reclassified by conversion of its Redeemed Preference Share Capital, to Equity Shares. Does this conversion & reclassification comes under the provision of Sec 95 (1) of the Companies Act 1956 & do we need to file Form 5 for it?
Does preference shares come under the defination of Stocks. If yes this is not reconversion of Stock into Shares as Preference shares are allotted.
Please guide its urgent.
Ashish Gupta
(CS & Legal)
(114 Points)
Replied 30 June 2010
I presume that the Category is Redeemable Preference Shares and the preference shares in this category of authorized share capital has already been redeemed.
In case of reclassification, Company is required to file Form 5 by selecting the Clause 8(g) of the Form along with copy of shareholders resolution, explanatory statement and amended MOA. However, no stamp duty is required to be paid in case of reclassification.
Hope this clarifies.
Regards,
Ashish Gupta
Regard
Krushna
(ACS)
(119 Points)
Replied 30 June 2010
Yes the preference shares are under the category of redeemable preference shares which are redeemed.
My query is does this reclassification comes under the provisions of Sec 95 of Companies Act 1956 as clause 8 of From 5 says that notice is hereby given in accordance with sec 95 of Companies Act. Thus if this reclassification does'nt come under the provisions of Sec 95 then I think we don't need to file form 5.
Please Guide.
Thanks Ashish.
Ashish Gupta
(CS & Legal)
(114 Points)
Replied 30 June 2010
Categorically Section 95 does not include re-classification of authorized share capital.
But since the reclassification involves amendment of MOA, the Company needs to obtain shareholders consent and inform ROC in this regard, which shall be done through Form 5 only.
Hence, Form 5 shall be filed for re-classification.
Other opinions solicited.
Regards,
Ashish
venkatesan
(SECRETARIAL TRAINEE)
(21 Points)
Replied 05 December 2011
Sir,
Let me provide a solution similarly like the above said re-classification
Now, the company have Authorised Capital of the Company is 10000 equity shares of Rs.100 each ( Rs.10,00,000 Ten lakhs only).
Now the company want to increse the authorised share capital to Rs.20,00,000 by way of 3500 equity shares of Rs.100 each (3,50,000) and 16500 preference shares of Rs.100 (16,50,000).
Whether is it possible like the above said classifed format.
Let me know whether it come under re-classified share capitla of the company ?
Venkatesan
Coimbatore
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 06 December 2011
It is re classification as well as increase in Authorised Share Capital.
Form 5 need to be filed.
CAclubindia
