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query

dipali shinde (company secretary) (163 Points)

17 May 2011

We have passed the special resolution in the Extra-Ordinary General Meeting for increase in Authorised Share Capital of a listed company. Now the company does not want to go ahead with the increase.

How can i rescind the resolution?

It would require the share holders approval once again.

Do i need to file the Form 5 and Form 23 meanwhile till i again take the shareholders approval for rescinding the increase? what will be the consequences of not filing the form 5 and 23?

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3 Replies

nidhigoel89 (Company Secretary ) (594 Points)
Replied 17 May 2011

Hello,

I think by convening a EGM and passing the resolution by shareholder u can rescind the earlier resolution.

U can register the same with ROC by filing a form 23.

That is just my point of view rest comments of learned members are solicited.

Regards

Nidhi

SANTOSH SHAH (Company Secretary) (754 Points)
Replied 17 May 2011

Originally posted by : dipali shinde
	We have passed the special resolution in the Extra-Ordinary General Meeting for increase in Authorised Share Capital of a listed company. Now the company does not want to go ahead with the increase. How can i rescind the resolution? It would require the share holders approval once again. Do i need to file the Form 5 and Form 23 meanwhile till i again take the shareholders approval for rescinding the increase? what will be the consequences of not filing the form 5 and 23?

Hi Dipali

I stand by to Nidhi's view.

Call EGM, and rescind the earlier resolution by passing special resolution again.

File Form 23 with ROC ( where you have cancelled earlier resolution).

No need to file Form 5 & 23 for earlier resolutions in my view.

Other views solicited

regards

Santosh Shah

Jyotika (study study n study) (147 Points)
Replied 19 May 2011

I think form 23 needs to be filed for both the resolution

As if you haven't informed the ROC regarding first special resolution how can you rescind that ...how the ROC will take effect of rescinding of earlier resolution which is not been informed............

As regard form 5 is concerned that need not to filed as there is no increase in authorised capital.....

others views are welcome