Alteration of Share Capital

A company, having a share capital, if so authorised by its Articles, may alter its share capital by an ordinary resolution without confirmation of the Court, in any of the manners authorised by Section 94. Each alteration made should be noted in every copy of the Memorandum of Articles issued subsequent to date of the alteration (Section 40). The auditor’s duties in the circumstances shall be:

  1. to verify that the alteration of capital is authorised by the Articles;
  2.  to inspect the minutes of the shareholders authorising the alteration;
  3.  to obtain Allotment Lists containing details of the new holdings of share or stock by each member and to verify the same with the entries.
  4.  to inspect the directors’ resolution in regard to allotment, consolidation, conversion or sub-division passed pursuant to the resolution of the members;
  5. to examine the cancelled share certificates, if any, and agree the same with the counterfoils of new certificates issued;
  6.  to see that the procedure, prescribed by the Articles in this regard, has been complied with;
  7.  to verify that the share capital account is correctly shown in the Balance Sheet; and
  8.  to see that the necessary intimation to the Registrar contemplated by Section 95 has been sent.
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