Preference shares allotment_re-classification

Dear Members of the Group,
One of our pvt. ltd. company wish to issue some preference shares to individuals who are not existing shareholders and from whom we already have received amount of Rs. 5000/- each as share application money.
 
Present authorised capital of the company is Rs. 1 cr divided into 10 lacs equity shares (no preference shares capital available). paid up capital is of Rs. 1 lakh only.
 
We have to allot preference shares to the individuals.
 
I need advise of your expertise regarding...
1. Procedure of re-classification of share capital.
2. Procedure for adoption of new set of articles
(I feel that instead of amendment to current MOA-AOA it is better to adopt new set of articles)
3. Procedure to issue preference shares
- Sec 42 read with rules, restricts that private placement offer should be for minimum face value Rs. 20,000/- to each allottee however in our case we have received amount of Rs. 5000 from each.
-whether allotment of partly paid pref. shares or issue of shares jointly to four individuals to make face value amount of Rs. 20,000 can be good option.
 
Would highly appreciate an early response from all experts.
 
​Thanking you,
Regards,
Ankush Lawate​
Replies (1)

- How can you get share application money unless the Board approves the issue and also draft of letter of offer?  

 

- Reclassify the share capital first by cancellation of unissued equity shares in authorised capital and simultaneous creation of preference shares and file return with ROC.

 

- Pass special resolution for issue of preference shares

- In case of rights issue u/s 62(1)(a) requirement of minimum application money of Rs.20,000 is not applicable.  Act also provides for right of renunciation.  Hence the right can be renounced in favour of others.  It will be better to make provision in Articles also and also in the Board resolution to be passed.

- Get share application money

- Pass Board resolution for allotment

 

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