Increase in Authorised share capital

[Jaya Singh]

Dear All,

What are the actions needs to be taken in case of increase in Authorized share capital due to Merger?

[Jaya Singh]

Please advice.

Thanks & Regards,

Jaya Vinay Singh

Practising Company Secretary

[Peer Mehboob]

In case of merger, generally the scheme of merger provides for addition of Authorised Capital of Transferor Companies into the Authorised Share Capital of Transferee Company. In such cases, on approval of the scheme of amalgamation, the Transferee Company's authorised capital is increased and there is no need to take seperate approval for increase in Authorised Capital as the provision of Amalgamation are considered as single window clearance. Reason being if the scheme is approved by the Court, then no seperate provision for increase in authorise capital or allotment of shares etc. need to be followed. 

Further, if the scheme of merger does not provide for addition of authorised capital of transferor comapnies into transferee company, then obviously, company has to go for general procedure of increase in authorised capital i.e. passing of ordinary resolution u/s 61 and file Form SH-7. 

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Peer

[Amar Hussain Shaikh]

Dear Jaya singh,

Please check the scheme whether it was provided with regard to combining of Authorized capital of Transferor company with Transferee Company. Usually it would be provided in the scheme of combining authorized capital.

I filed INC 28 and waiting for approval.  Our Advocate told that the Authorized capital would be updated. Lets wait and see. Otherwise I will be filing SH-7.  It is matter of time.

Amar 

Successful people carry two things on their face. Smile and Silence. Smile to solve the problems and Silence to avoid the problem

[Ramana Reddy]

filing of INC 28 is sufficient.