Reclassification of share capital

As per my understanding , reclasification will involve amendment in MOA , you can do so by passing Ordinary Resolution  and Filing Form 5.

To reclassify the Authorised Share capital the Company needs to amend its MOA by passing ordinary resolution in this regard and form 5 is to be filed.

DRAFT ORDINARY RESOLUTION:

To consider and if thought fit, to pass, with or without modifications the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 94(1)(e), 94(1)(a), 95 and other applicable provision(s) of the Companies Act, 1956, if any, the un-issued Authorized Equity Share Capital of the Company to the extent of Rs.500000/- (Five Lacw Only) divided into 50000 (Fifty Thousand) Equity Shares of Rs. 10/- each be reclassified as Preference Share Capital by way of cancellation of the said  Authorized Equity Share Capital and creation in lieu thereof the Preference Share Capital of Rs. 500000/- (Five Lacs Only) divided into 50000 (Fifty Thousand) Preference Shares of Rs. 10/- each, without altering the overall Authorised Capital of Rs. 10000000/- (Rupees One Crores Only).”

RESOLVED FURTHER THAT, Clause V of Memorandum of Association of the Company be substituted as under:-

“The Share Capital of the Company is Rs.10000000/-(Rupees One Crores Only) divided into  950000 (Ninety Lacs Fifty Thousand Only) Equity Shares of Rs. 10/-(Rupees Ten) each and 50000 (Fifty Thousand) Preference Shares of Rs.10/- (Rupees Ten) each with  power to increase or reduce the capital and to divide and subdivide the shares into several classes and to attach there to respectively such preferential qualified or special rights, privileges or conditions, as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act,1956, or as provided by the Articles of Association of the Company for the time being.”

I agree with the opinion given by experts. Other than amending MOA, you have to pass a resolution first to cancel the existing 5 lacs Equity and converting them into Preference. Kindly check the said capital of 5 lacs is not paid up capital [u/s 94(1)(e)]

Further, no Stamp duty shall ve leviable on form 5.

Thankyou so much to all for your help and advice... Your advises will help me a lot