Conversion of Preference Share to Equity Share

[CS Kumar]

Dear Professional Members

One of client's company which is a private limited wants to convert preference share to equity share. The Total Equity share at present is Rs. 25,00,000/- and 

The Total Preference share at present is Rs. 15,00,000/-

They want to convert all the preference share to equity share and to close the preference share.

I would request you to kindly send me a draft resolution and minutes of meeting also please guide me on this regarding the forms to be filed.

Thanks & Regards.

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Thanks and Regards

CS GOPISHEKHAR (KUMAR)

[mgra...@gmail.com]

Pl do some original work and ask for comment or addl input. It will help u in the long run. If u need send me a mail with your draft . I'll send u input to complete your task

[CS Kumar]

Dear Mr. M.G.Rathnam

I would request you to kindly help in this regard. 

On Sat, Jan 18, 2014 at 10:47 PM, mgra...@gmail.com <mgra...@gmail.com> wrote:

Pl do some original work and ask for comment or addl input. It will help u in the long run. If u need send me a mail with your draft . I'll send u  input to complete your task

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[CS Shainshad Aduvanni]

Dear Kumar,

To Consider and, if thought fit, to pass with or without modification, the following resolution as an ordinary resolution:

"RESOLVED that pursuant to section 94(1) and all other applicable provisions if any, of the Companies Act, 1956 that the Authorised Share Capital of the Company be and is altered by converting the unissued 10,00,000 Preference Shares of Rs.10/- each into 10,00,000 Equity Shares of Rs. 107-each and
accordingly the Authorised Capital be altered as Rs.7,00,00,000 (Rupees Seven Crores only) consisting of 70,00,000 Equity Shares of Rs.10/- each."

To pass the following, with or without modification, as a Special Resolution:

"RESOLVED that the existing clause V of the Memorandum of Assocaition of the Company, be deleted and the following new Clause V be substituted as follows:

The Authorised Capital of the Company is Rs.7,00,00,000/- (Rupees Seven Crores only) divided into 70,00,000 equity shares of Rs. 107- each and from time to time, to increase, reduce or modify the capital and divide all or any of the
shares in the capital of the Company, for the time being, and to classify and reclassify such shares into other class or classes and to attach thereto respectively such preferential, deferred, qualified or other special rights,
privileges, conditions or restrictions as may be determined by the company in accordance with the Articles of Association of the Company and to vary,
modify or abrogate any such rights, privileges, conditions or restrictions, in such manner and by such persons as any, for the time being be permitted under
the provisions, for the time being in force in that behalf."


To pass the following with or without modifications as a Special Resolution:

"RESOLVED that the existing Clause 4 of the Articles of Association of the company be deleted and the following new Clause 4 substituted as follows:

The Authorised Capital of the Company is Rs.7,00,00,000/- (Rupees Seven Crores only) divided into 70,00,000 equity shares of Rs. 10/- each and from time to time, to increase, reduce or modify the capital and divide all or any of the
shares in the capital of the Company, for the time being, and to classify and reclassify such shares into other class or classes and to attach there to respectively such preferential, deferred, qualified or other special rights,previleges, conditions or restictions as may be determined by the Company in accordance with the Articles of Association of the Company and to vary, modify or abrogate any such previleges, conditions or restrictions,
in such manner and by such persons as any, for the time being be permitted under the provisions, for the time being in force in that behalf.

EXPLANATORY STATEMENT UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956 or COMPANIES ACT, 2013
Item No_____
The present Authorised Capital of the Company is Rs.7 Crores consisting of 60,00,000 equity shares of Rs. 10 each and 10,00,000 preference shares of Rs. 10 each. It is considered desirable that the unissued preference shares of the company be converted into equity shares.

Accordingly the unissued 10,00,000 perference shares of Rs.10 each is proposed to be converted into 10,00,000 equity shares of Rs.10 each. Accordingly, the Authorised Capital of the Company shall be Rs.7 Crores consisting of 70,00,000 equity shares of Rs. 10~ each. Hence the oridnary resolution set out in
the Notice. Consequently, the Capital Clause V of the Memorandum of
Association and Clause 4 o£the Articles of Association will require alterations. Hence the resolution in item no. 6 of the Notice to alter Clause V of the Memorandum and item no.7 to alter Clause 4 of the Articles of Association.
None of the directors are concerned or interested in this resolution.

Forms: form 23, form 5

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CS Shainshad Aduvanni
Company Secretary
Coimbatore

09841414439

[mgra...@gmail.com]

Mr Kumar you ha e your answers now? Or still any thing pending.

regards-gopalrathnam

[CS Kumar]

Dear Members

Thanks a lot for your professional advice.