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Cancellation of increase in authorised share capital

Amit Kumar Verma (CA Final CS Professional) (501 Points)

13 March 2013

Hi Members!!

Can a public limited company which has passed a resolution in General Meeting to increase the authorised share capital cancel such resolution? The company has neither filed form 5 nor form 23. The company wants to defer the resolution to a later date.

Further the company at the same General Meeting appointed its new Managing Director and filed form 32 in which the aforesaid resolution was sent as an attachment.

Thank you..

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9 Replies

Shankar BA(Hons) (CS) (278 Points)
Replied 13 March 2013

Dude,

There is no specific procedure for cancelling the resolution which was passed in the General Meeting ( I assume it as AGM).

When e-Form 5 or 23 is not filed then there is no need for it. Whereas, being a Public Limited Company (if it is listed) then the Borad of Directors & Company Secretary should address a letter to the stock exchange stating that as of now the Authorized Share Capital is not going to be increased.

There is no need to mention that the resolution is cancelled, if not, you can pass a resolution stating that the company is not going to increase as of now.

Attaching the Increase in Authorized Share Capital resolution is not needed for e-Form 32 and there is no logic in it. Both are entirely different.

Amit Kumar Verma (CA Final CS Professional) (501 Points)
Replied 13 March 2013

Thankyou Sir.

The company is not listed and is closely held and it was an Extra Ordinary General Meeting.

So far as attaching the resolution in form 32 is concerned, the extracts of the meeting were prepared which contained several resolutions out of which the increase in authorised share capital and appointment of Managing Director were also there. The same extracts were authenticated and attached to the e form 32. Will it cause any problem?

Thanks once again.

Shankar BA(Hons) (CS) (278 Points)
Replied 13 March 2013

Dude,

I believe that you have attached the Minutes sheet. Buddy when you attach an resolution in e-Form you have to type the respective one in the company letter head.

There is no hard & fast rule that you have to attach all the resolutions.

1 Like

Amit Kumar Verma (CA Final CS Professional) (501 Points)
Replied 14 March 2013

Thankyou sir,

You are right. I have sent all the resolutions. Please tell will there be any problem?

Thanks again..

Shankar BA(Hons) (CS) (278 Points)
Replied 14 March 2013

No. There wont be any problem.

Amit Kumar Verma (CA Final CS Professional) (501 Points)
Replied 16 March 2013

Thankyou Sir..

ajeet bhandari (director) (24 Points)
Replied 15 May 2017

dear sir, I am ajeet bhandari and my Cell no. is 9841025811 . I wants your advise for company wants to defer the resolution for increase in authorised capital to altor date. please call me or sms me your contact details.