Birfurcation of Share Capital

It would not covered under section 391.

You just have to amend your MOA by way of passing Ordinary Resolution in General Meeting.

Give the intimation to the stock exchanges about the bifurcation of share capital.

  Draft Ordinary Resolution for Bifurcation of Authorised Share Capital.

“RESOLVED THAT pursuant to the provisions of Section 94(1)(e), 94(1)(a), 95 and other applicable provision(s) of the Companies Act, 1956, if any, the un-issued Authorized Equity Share Capital of the Company to the extent of Rs...................(................................ Only) divided into ............................ (..............) Equity Shares of10/- each be reclassified as Preference Share Capital by way of cancellation of the said  Authorized Equity Share Capital and creation in lieu thereof the Preference Share Capital of................................ (...........................Only) divided into ........................ (....................) Preference Shares of10/- each, without altering the overall Authorised Capital of.................................................../- (Rupees ...........................................Only).”

RESOLVED FURTHER THAT, Clause V of Memorandum of Association of the Company be substituted as under:-

“The Share Capital of the Company is Rs................................./-(Rupees ................................ only) divided into  ............................... (.....................) Equity Shares of10/-(Rupees Ten) each and ............................ (..............................) Preference Shares of 10/- (Rupees Ten) each with  power to increase or reduce the capital and to divide and subdivide the shares into several classes and to attach there to respectively such preferential qualified or special rights, privileges or conditions, as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act,1956, or as provided by the Articles of Association of the Company for the time being.”

“RESOLVED FURTHER THAT Shri ................................, Shri ..................................Directors and Shri ......................................., Company Secretary be and are hereby jointly and / or severally authorized to do all such acts, deeds, matters and things as may be necessary, expedient and desirable to give effect to the above resolution.”