Increase in Authorised Capital

Ordinary resolution can be passed for issue of further equity shares & fresh issue of preference shares.

You can search the format in caclub website only. 

You have to conduct an EGM and pass a ordinary resolution for increase in the authorised capital and a special resolution for alteration of clause V of memorandum. After EGM file form 23 for special resolution and Form 5 for increase authorised capital with in 30 days of that EGM.

Then conduct a Board meeting for alltoment of shares and file form 2 with in 30 days of such BM.

Hi....

In my opinion, u will have to pass an Ordinary Resolution for increasing the Authorised Capital of the Company and then for re-classification of the same into _________ no. of Equity shares and _______ no. of Preference Shares.

No need to go for the alteration of the AOA of the Company.

Then for issue of Preference Shares, also an Ordinary Resolution would be suffice as mentioned in the AOA of the Company.

File Form 5 for increase in Authorised Capital and for re-classification of Authorised Share Capital within 30 days from the date of EGM.

Conduct a Board Meeting for allotment of Preference Shares and file form 2 within 30 days from the date of allotment.

As per the provisions of section 113 of the Companies Act, 1956 issue the Preference Share Certificates within 3 months from the date of allotment.

God Bless

CS Udit Sharma

The company wants that the preference share which is to be shown in authorised capital of the company be Non-Cumulative redeemable preference shares which may be converted into equity shares in future if required. What is the specific term for it? Is it Convertible Non-Cumulative redeemable preference shares.

For that also, whether ordinary resolution will do?

Increase in authorised share capital of the company requires shareholders approval by way of ordinary resolution. 

My query is whether reclassification of shares within the authorised share capital of the company requires shareholders approval?

Section 94 of the Companies, 1956 which deals with alteration of share capital does not include reclassification of shares.

Please clarify.

Respected Jayashree Mam,

In my opinion we can pass a single Ordinary resolution for increasing and then re-classiying the Authorised Capital of the Company.

Agreed that Section 94 of the Companies Act, 1956 does not provide for re-classification of Authorised Capital of the Company but Point 8(g) of Form 5 provides for the same.

Thus in my opinion, if we pass a seperate Ordinary Resolution for re-classification of Authorised Capital, Form 5 for the same should be filed for the same within 30 days.