Companies Act - Increase in share capital

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govind sekhar (Querist)
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19 March 2008 In case of a pvt ltd company, what all should be ensured for increase in authorised and issued share capital from an audit perspective?

girish

girish (Expert)
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19 March 2008 Read CARO 2003

R.V.RAO

R.V.RAO (Expert)
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19 March 2008 1.CONSULT ARTICLES OF ASSN AND MEMORANDUM OF ASSN.
COMPLY WITH CLAUSES AND ARTICLES DEALING WITH THE TOPIC OF INCREASE OF SHARE CAPITAL.
2.PASS BD. RESOLUTION TO FIX DATE ,TIME AND PLACE TO CONVENE SHAREHOLDERS MEETING TO ALTER CAPITAL CLAUSES IN M/A,A/A .
PASS MEMBERS RESOLUTIONS IN AGM/EGM TO ALTER THE AUTHORISED SHARE CAPITAL CLAUSE IN M/A AND ARTICLES.
3. AFTER MEMBERS PASS RESOLUTIONS ,FILE FORM 23 WITH ROC .
THE SRN NUMBER OF FORM 23 WHEN FILED SHOULD BE QUOTED AND REFERRED IN FORM 5 WHICH ALSO YOU SHOULD FILE ALONG WITH ROC FEES ( COST ABOUT RS 50000/FOR EVERY ONE CRORE OF INCREASE IN AUTH. SHARE CAPITAL APPROX.).
BEFORE FILING FORM 5 YOU SHOULD GET THE M/A STAMPED AT THE STATE SUB REGISTRAR'S OFFICE ( COST ABOUT 0.15% OF VALUE OF INCREASE IN AUTH. CAPITAL).
4.FILE THE REVISED M/A WITH ROC IN MANUAL FORM .
5. PRINT M/A,A/A, WITH REVISED CAPITAL CLAUSES OR PASTE THE EXTRACT OF THE REVISED CAPITAL CLAUSES IN M/A,A/A BEFORE CIRCULATING THE SAME.
6. ISSUED CAPITAL CHANGES ONLY WHEN YOU ISSUE SHARES TO ANY BODY- AN INDIVIDUAL / COMPANY ETC...
7. FOR SUCH ISSUE AGAIN SEE THE PRECONDITIONS IF ANY IN M/A,A/A, ANY LENDERS SANCTION TERMS ,ISSUE AT A PREMIUM OR OTHER TERMS OF ISSUE ETC.
TAKE SHAREHOLDERS APPROVAL IF ANY LIKE UNDER SEC 81(1A).PASS THE RESOLUTION AND FILE FORM 23
8. CONVENE BOARD MEETING TO ALLOTT SUCH SHARES TO COMPLTE THE ISSUE AND THEN FILE FORM 2
R.V.RAO

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