reissue of forfeited shares
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Pooja Purbia
Apr 13, 2021, 11:04:06 AM4/13/21
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Matter related to Private Company-i am reissuing 5000 forfeited shares of F.V. 100/- each, 80 already paid. Now while reissuing i have to file PAS-3 or not?
CS JANAKI
Apr 13, 2021, 5:06:51 PM4/13/21
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Return of allotment need not be filed in respect of re issue of forfeited shares since a reissue of forfeited shares is not an allotment of shares –
Sri Gopal Jalan & Co. v. Calcutta Stock Exchange Association Ltd. [1963] 33 Comp Cas 862 (SC). https://indiankanoon.org/doc/647270/
Also as per Table F of Companies Act, 2013,
Forfeiture of shares
28. If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
29. The notice aforesaid shall—
(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited.
30. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect.
31. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.
32. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares.
(ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares.
33. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share;
(ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of;
(iii) The transferee shall thereupon be registered as the holder of the share; and
(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.
34. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. Alteration of capital
28. If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
29. The notice aforesaid shall—
(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited.
30. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect.
31. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.
32. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares.
(ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares.
33. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share;
(ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of;
(iii) The transferee shall thereupon be registered as the holder of the share; and
(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.
34. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. Alteration of capital
If you have adopted Table F, you can follow the same.
On Tue, 13 Apr 2021 at 20:34, Pooja Purbia <puja.p...@gmail.com> wrote:
Matter related to Private Company-i am reissuing 5000 forfeited shares of F.V. 100/- each, 80 already paid. Now while reissuing i have to file PAS-3 or not?
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Pooja Purbia
Apr 14, 2021, 12:52:58 AM4/14/21
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Thanks you so much for Guidance. It cleared almost all queries. But one last query, here if we execute transfer deed then who will sign on behalf of transferor?
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Regards,
Cs Pooja Purbia
Contact:- 8879478270
CS JANAKI
Apr 14, 2021, 2:07:41 AM4/14/21
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In Table F, it is mentioned as "A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit."
I think here, since the existing member ceases to be a member upon forfeiture, he cannot sign the same. So any Director as authorised by the Board by way of its resolution can sign. We can change the Transfer Form with the wordings as Authorised person instead of transferor.
Views of other members are solicited for this.
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Pooja Purbia
Apr 14, 2021, 2:34:08 AM4/14/21
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thank you so much for guiding so well
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JAI PRAKASH Jagdev
Apr 15, 2021, 1:24:34 AM4/15/21
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Yes Right.
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falguni shah
Dec 24, 2021, 2:49:31 AM12/24/21
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When Party paid shares are forfeited by Pvt Company, In balance sheet the amount reflecting under head Share Capital is total of fully paid up and forfeited shares amount.
While filing Form MGT -7 the details of year closure period here the amount Issued capital, Subscribed capital and Paid up capital is to be mentioned
my query is
1. whether in Issued capital, Subscribed capital does the forfeited shares amount is also to be added? {as the amount for partly paid shares were received}
2. Paidup Capital amount is to be reduced by number of shares forfeited? then the master data of the company will start reflecting only paidup amount?
Can any one help in resolving my above two queries.
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