'Alteration of Capital Clause in Memorandum of Association is a precondition to restructuring the Capital structure of the Company' - Elaborate the statement mentioning relevant provisions of the Companies Act, 2013 on t
CS Executive · Setting up of Business Entities and Closure · PYQS · December 2019
'Alteration of Capital Clause in Memorandum of Association is a precondition to restructuring the Capital structure of the Company' - Elaborate the statement mentioning relevant provisions of the Companies Act, 2013 on types of alterations of Capital Clause.
Answer & Explanation:
Section 61(1) of the Companies Act, 2013 provides for, the types of alteration of capital clause in the general meeting of a company limited by shares through alteration of its memorandum in the following ways: (a) increase its authorised share capital by such amount as it thinks expedient; (b) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares: Provided that no consolidation and division which results in changes in the voting percentage of shareholders shall take effect unless it is approved by the Tribunal on an application made in the prescribed manner; (c) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination; (d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed in the memorandum, so, however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; (e) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled. All the above alterations do not require the confirmation by the Tribunal except that alteration relating to consolidation and division which results in changes in the voting percentage of shareholders shall not take effect unless it is approved by the Tribunal on an application made in the prescribed manner. These alterations are, however, required to be notified and a copy of the resolution should be filed with the Registrar within 30 days of the passing of the resolution along with an altered memorandum. [Section 64(1)] Hence, according to section 61(1) of the Companies Act, 2013, alteration of memorandum of association is a precursor to the change in capital structure of the company.
Topics: Company Law
Related Questions in this Topic
- You have been appointed as liquidator by the National Company Law Tribunal (NCLT) in the matter of winding up of ABC Ltd...
- Discuss the compliance requirements to retain the status of a dormant company.
- Differentiate between 'Winding Up' and 'Dissolution'.
- Fresh Water Ltd. has not been carrying on any business during the last two financial years. The company wants to get the...
- The registered office of RMC Ltd. is situated at Mumbai. There are 70 shareholders in the company. Out of them, 10 share...