The authorised share capital of Amaze Ltd. is ₹10 crore divided into equity shares of ₹100 each. The Board of directors of the company decides to sub-divide these shares into shares of ₹10 each, so that the liquidity in

CS Professional · Advanced Company Law and Practice · PYQS · June 2016
The authorised share capital of Amaze Ltd. is ₹10 crore divided into equity shares of ₹100 each. The Board of directors of the company decides to sub-divide these shares into shares of ₹10 each, so that the liquidity in dealing with shares at the stock exchange may become easier. Articles of association of the company are silent on the issue. The company is listed at Bombay Stock Exchange. As the Secretary of the company, what procedure you would follow to give effect to the Board's proposal under the provisions of the Companies Act, 2013?

Answer & Explanation:

For sub-dividing the share capital of a company, the following procedural steps are required to be taken by the Board of Directors: Articles of the company must have a provision to sub-divide the company's shares. If there is no such provision, then the Articles have to be altered in accordance with the provisions of Section 14 of the Companies Act, 2013, before proceeding to sub-divide the shares. Give 21 clear days' notice of the proposed sub-division of the shares of the company to the stock exchanges on which the securities of the company are listed. In the case of a listed company, make an application to the stock exchange where the securities of the company are listed and any other stock exchange where the company proposes for getting its sub-divided share listed. Convene and hold a Board Meeting to: Pass a resolution approving the proposed sub-division of the shares of the company; Fix time, date and venue for holding general meeting of the company to pass a special resolution, if so required by the articles for this purpose. Approve notice, agenda and explanatory statement to be annexed to the notice of the general meeting. Authorize the company secretary to issue, on behalf of the Board, notice of the general meeting as approved by the Board. After the Board meeting, send to the stock exchanges, where the securities of the company are listed, particulars of such alteration of share capital of the company. Issue notice of the general meeting along with the explanatory statement, to all members, directors and auditors of the company. In case of a listed company forward 3 copies of the notice of the general along with the explanatory statement, to the concerned stock exchange. Hold the general meeting and have the resolution passed and forward a copy of the proceedings of the general meeting to the concerned stock exchanges. File with the ROC, Form MGT-14 along with a certified copy of the resolution, the notice and the explanatory statement annexed to the notice of the general meeting at which the resolution was passed and copy of altered Memorandum and Articles of Association within 30 days of the passing of the resolution along with the prescribed fees. Give notice in compliance with the provisions of Section 64, of the sub-division of the shares of the company, to the ROC in form SH-7, within 30 days of passing of the resolution, along with the prescribed filing fee. The ROC will record the alteration in the Memorandum of the company. Finally, make necessary changes in all the copies of the Memorandum of association.

Topics: Share Capital

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