08 September 2010
Procedure For Alteration Of Share Capital Including Increase Of Authorised Share Capital Act: The Companies Act, 1956 Relevant Section: 31, 40 and 94(1) 1. Preliminary I) The procedure for alteration of share capital including increase of authorised share capital should not contravene the provisions of Section 31 , Section 40 , Section 94(1) of The Companies Act, 1956. II) The memorandum of every company having a share capital must state the authorised share capital with which the company is incorporated. III) A limited company having a share capital, may, only if so authorised by its articles, alter its share capital in any of the following ways:- a. increase its share capital by issuing new shares; b. consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; 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 by the memorandum, so that 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. IV) If articles do not contain an express provision for alteration, first take necessary steps to amend the articles so as to insert a suitable provision therein. V) Convene a Board Meeting for the purpose of passing resolution for the alteration of share capital. 2. Application I) At the Board meeting, the given decisions must be taken:- a. approving the proposal for alteration of share capital and consequential alteration of the memorandum; b. convening a general meeting for passing an ordinary resolution in terms of section 94 and a special resolution if the alteration of share capital calls for alteration of articles; c. fixing a date, place and time of the meeting and to approve the draft notice of the general meeting and explanatory statement; and d. authorising a Company Secretary (or a director or other officer) of the company to issue the notice to the members. II) In the case of listed company, send 3 copies of the notice of the general meeting to all the Stock Exchanges on which the company's securities are listed, at the same time when notice is sent to the members. III) Convene a General Meeting to pass a resolution ordinary/special resolution for the alteration of share capital and the memorandum and articles of the company. IV) Get the FORM NO. 5 duly stamped or franked from the concerned Stamp authority for the stamp duty paid for increase in the authorised share capital, in accordance with the Stamp Act of the State in which the registered office of the company is situated. 3. Filing And Fees I) File FORM NO. 23 with Registrar of Companies alongwith the requisite filing fees, alongwith the certified copy of the a special resolution and the explanatory statement passed at the general meeting, within 30 day of the conclusion of the meeting. II) File FORM NO. 5, duly stamped, with Registrar of Companies alongwith the requisite filing fees, in respect of increase of the authorised share capital alongwith given documents a. certified copy of the special resolution passed at the general meeting; and b. demand draft or challan for the fees paid on the increase of the authorised share capital and the normal filing fee.
08 September 2010
For increase in authorised share capital RESOLVED THAT pursuant to provisions of sections 94, 97 and other applicable provisions, if any, of the Companies Act, 1956, the Authorised Share Capital of the company be and is hereby increased from Rs. 5,00,000 (Rupees Five Lacs only) divided into 50,000 (Fifty Thousand) Equity Shares of Rs. 10 (Rupees Ten Only) each to Rs. 12,00,000 (Rupees Twelve Lakhs only) by creation of 70,000 (Seventy Thousand) Equity Shares of Rs. 10 (Rupees Ten only) each, with a power of company to increase, reduce or modify the capital and to divide all or any of the shares in the capital of the company, for the time being, and to classify and reclassify such shares from shares of one class into shares of 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 may, for the time being, be permitted under the provisions of the Articles of Association of the company or legislative provisions for the time being in force in that behalf. II. Alteration in the Clause No. V of the Memorandum RESOLVED THAT the existing Clause V of the Memorandum of Association of the Company be altered and substituted by the following new Clause: V: The Authorised Share Capital of the company is Rs. 12,00,000 (Rupees Twelve Lakhs only) divided into 1,20,000 (One Lakh Twenty Thousand) Equity Shares of Rs. 10 (Rupees Ten only) each. III. Alteration in the Clause No. 5 of Articles RESOLVED THAT pursuant to section 31 of the Companies Act, 1956, Article No. 5 of the Articles of Association of the Company be altered by substituting it with the following new clause: 5. The Authorised Share Capital of the company is Rs. 12,00,000 (Rupees Twelve Lacs only) divided into 1,20,000 (One Lakh Twenty Thousand) Equity Shares of Rs. 10 (Rupees Ten only) each, with a power of company to increase, reduce or modify the capital and to divide all or any of the shares in the capital of the company, for the time being, and to classify and reclassify such shares from shares of one class into shares of 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 may, for the time being, be permitted under the provisions of the Articles of Association of the company or legislative provisions for the time being in force in that behalf.
08 September 2010
Procedure for increase in authorised capital of the company
1. Convene a Board Meeting after issuing notices to the directors of the company to decide about the increase and to fix the date, time, place and agenda for convening a General Meeting. 2. To pass an Ordinary Resolution (Special Resolution if so required by articles) for the same. 3. Download Form -5 from www.mca.gov.in 4. Fill the details required such form except signature of the concerned person. 5. Opt the option to pay stamp duty electronically along with ROC fee on Form-5 with concerned ROC. 6. Please attached altered MOA and AOA with the Form-5 filed with concerned ROC . 7. File physically MOA along with stamped form-5 with concerned ROC (if required). 8. After approval of Form-5 from ROC make necessary changes in MOA and AOA and in all other papers and documents.
If you are increasing Authorised Capital by Special Resolution or also change in Article of Association it is required to file Form 23 with concerned ROC within 30 days from the date of passing such resolution.
08 September 2010
Increase in Authorised Share Capital of the Company
“RESOLVED THAT pursuant to the provisions of Section 94 and other applicable provisions if any of the Companies Act, 1956 (including any Statutory modification or reenactment for the time being in force) the Authorised Capital of the Company be increased from Rs. 50,00,000 (Rupees Fifty Lacs) to Rs. 20,00,00,000 (Rupees Twenty Crores) by creation of 1,95,00,000 (One Crore Ninety Five Lacs) new Equity shares of Rs.10/- (Rupees Ten) each ranking pari passu in all respects with the existing Equity Shares.
RESOLVED FURTHER THAT pursuant to the provisions of Section 16 and other applicable provisions if any of the Companies Act, 1956 (including any statutory modification or re-enactment for the time being in force) the existing Clause-V of the Memorandum of Association of the Company be and is hereby substituted by the following new Clause-V:
The Authorised Share Capital of the Company is Rs. 20,00,00,000 (Rupees Twenty Crores) divided into 2,00,00,000 (Two Croroe) Equity Shares of Rs. 10/- (Rupees Ten) each.