HI everybody
Pls tell me whether f-23 along with f-5 has to be filed with ROC for increasing an Authorized share
capital through ordinary resolution but their is no alteration in AOA.
Madhur Jain (Trainee) (25 Points)
17 August 2010HI everybody
Pls tell me whether f-23 along with f-5 has to be filed with ROC for increasing an Authorized share
capital through ordinary resolution but their is no alteration in AOA.
vivek
(CS)
(751 Points)
Replied 17 August 2010
Payal Jain
(CS)
(152 Points)
Replied 17 August 2010
As to my understanding if you are increasing your capital then you have to change the "Capital Clause" of MOA. In that case you have to pass SR in GM & you have to file form 23.
others opinion are solicited,
Regards,
HARDIK
(COMPANY SECRETARY NCFM (Corporate Governance ))
(664 Points)
Replied 17 August 2010
Agree with vivek.
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 17 August 2010
Dear Friend
Increase in authorized capital will be simply done by passing of ordinary resolution in general meeting. There is no need to go by special resolution unless specifically mentioned in articles of the company.
Form 23 required to file only when share capital clause of Article of Association will be change otherwise there is no need to file. Only Form 5 is required to be file with necessary attachments.
Regards
Ajay Mishra
Poonam Bansal
(Company Secretary)
(359 Points)
Replied 17 August 2010
if there is no alteration in AOA, no need to file Form 23.
sheetal chechani
(CS)
(64 Points)
Replied 17 August 2010
agreed with Payal
u have to file e- form 23 by passing ordiniary resolution in general meeting.
cz the capital clause is changed
u can also view the e form 23 form MCA Portal its have a option also for it.
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 17 August 2010
Dear Friends
Please read section 192 of the Companies Act, 1956 for filing Form-23. If you comply this section then you will file such form otherwise not.
Regards
Ajay Mishra
Jayashree S Iyer
(Company Secretary)
(3224 Points)
Replied 17 August 2010
Form 23 needs to be filed only if SR is passed. ASC in MOA can be increased by ordinary resolution. If AOA contains ASC and that needs alteration you will have to pass SR. Probably AOA stipulates ASC as "as contained in MOA", hence requiring no alteration. As such there is no need to file form 23. Only form 5 is sufficient.
Regards,
Jayashree
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 17 August 2010
| Originally posted by : vivek | ||
 |
No need to file F-23, if SR has not been passed (i.e. no need to alter articles). Only F-5 is sufficient. |
 |
Perfect and to the point...keep it up
samrat
(na)
(62 Points)
Replied 18 August 2010
If there is change in the authorised capital of the company then u have to file the form 23 because there must be chnafe in the capital clause of AOA
register ur SR in in Form 23 then file form 5. ur form will be definately rejected if u will not comply with this
vivek
(CS)
(751 Points)
Replied 18 August 2010
Thnx Ankur Sir,
@ Samrat;
Sir many time AOA says like this :-
The Authorised Share Capital of the Company shall be such amounts and be divided into such shares as may, from time to time, be provided in Clause V of the Memorandum of Association with power to increase or reduce the capital in accordance with the Company’s regulations and legislative provisions for the time being in force in that behalf with the powers to divide the share capital, whether original increased or decreased into several classes and attach thereto respectively such ordinary, preferential or special rights and conditions in such a manner as may for the time being be provided by the Regulations of the Company and allowed by law.
Hence, there is no need to change the AOA and in this case simply by passing OR, authorized share capital can be increased and no need to file F-23 by Filing F-5, the share capital gets increased. I have done the same.
Regards,
ganesh
(article)
(21 Points)
Replied 18 August 2010
INCREASE IN AUTHORISE SHARE CAPITAL CAN BE DONE BY PASSING AN ORDINARY RESOLUTION IN GENERAL MEETING......NO NEED 2 PASS A SPECIAL RESOLUTION.......
Neha Gupta
(PCS)
(377 Points)
Replied 18 August 2010
Absolutely agreed with Vivek Sir,
this draft of authorised Capital Clause in AOA is general clause. If the AOA of the Company contained this Clause then Authorised Capital of the Company can be increased by passing O.R. in General meeting for alteration in the Clause V of MOA and no need to alter AOA. So no need to file Form 23 with ROC.
CAclubindia
