Reclassification of authorised capital

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Querist : Anonymous

Querist : Anonymous (Querist)

25 February 2013 Our is a unlimited public company. we have authorised share capital of only Equity.
But now we want to have preference share capital also.

Auth. capital (Equity) is 10 cr.
Paid up (Equity) is 8.5 cr.
We want to reclassify 1.5 cr in Preference capital and further want to increase Preference share capital of Rs. 6 cr.
so please help me how to amend the MOA, how should I draft the MOA capital clause giving effect to both reclassification of existing capital and increase in authorised capital with preference share.
Further two form 5 has to be filed separately for reclassification and also for increase of capital.

Ajay Mishra

Ajay Mishra (Expert)
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25 February 2013 Hi

In that case Clause V of the MOA will be substituted by the following:

V. The Authorised Share Capital of the Company is Rs. 10,00,00,000/- (Rupees Ten Crore) divided into 85,00,000 (Eighty Five Lakh) Equity shares of Rs.10/- (Rupees Ten) each and 15, 00,000 (Fifteen Lakh) 12% Preference Shares Rs.10/- (Rupees Ten) each.

In that case no need to file Form-5 with ROC.

Form-5 required when you increase your authorised share capital.

Ajay Mishra

Ajay Mishra (Expert)
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25 February 2013

Procedure for increase in authorised capital of the company

1. Convene a Board Meeting after issuing notices to the directors of the company to decide about the increase and to fix the date, time, place and agenda for convening a General Meeting.
2. To pass an Ordinary Resolution (Special Resolution if so required by articles) for the same.
3. Download Form -5 from www.mca.gov.in
4. Fill the details required such form except signature of the concerned person.
5. Opt the option to pay stamp duty electronically along with ROC fee on Form-5 with concerned ROC.
6. Please attached altered MOA and AOA with the Form-5 filed with concerned ROC .
7. File MOA along with stamped form-5 with concerned ROC (if required).
8. After approval of Form-5 from ROC make necessary changes in MOA and AOA and in all other papers and documents.

If you are increasing Authorised Capital by Special Resolution or also change in Article of Association it is required to file Form 23 with concerned ROC within 30 days from the date of passing such resolution.

Querist : Anonymous

Querist : Anonymous (Querist)

21 March 2013 thank u soo much

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