05 January 2013
1. Board Meeting Resolutions 2. General Meeting Resolution: Special Resolution - Increase in Authorised Share Capital and Alteration of Memorandum of Association of the Company.
Note- Pl refer Sections 16, 94 of the Companies Act, 1956
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 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.
“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 re-enactment thereof for the time being in force) the Authorised Capital of the Company be and is hereby increased from Rs. 100,000 (Rupees One Lac) to Rs. 1,000,000 (Rupees Ten Lacs) by creation of 90,000 (Ninety Thousand) 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 thereof 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:
V. The Authorised Share Capital of the Company is Rs.10,00,000/- (Rupees Ten Lac) divided into 1,00,000 (One Lac) Equity Shares of Rs.10/- (Rupees Ten) each.”
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