senthil (consultant) (139 Points)
06 December 2010Hi
One of my client want to increase their share capital to 10 lakhs from 3 lakhs. It is a private limited company.
Now
1.On submission of form 5 New MOU has to submit or only resolution copy is enough.
2.What type of resoulution to be passed? Can you give the format.
Kindly give me the whole procedure to increase the authorised capital.
Suresh Prasad
(www.aubsp.com)
(15630 Points)
Replied 06 December 2010
Respected senthil Jee,
Procedure for increase in authorised capital of the company
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, subject to the approval of the company at a general meeting by way of ordinary resolution, the Authorized Share Capital of the company be increased from Rs ..../- to Rs ..../- by creation of ......-further equity shares of Rs.10/- each ranking paripassu with the existing equity shares of the company.”
EGM Resolution:
“RESOLVED THAT pursuant to provisions of Section 94 (1) (a) of the Companies Act,1956, the Authorized Share Capital of the company be increased from Rs......./- to Rs....../- by creation of ...../-further equity shares of Rs.10/- each ranking paripassu with the existing equity shares of the company.”
“RESOLVED FURTHER THAT in compliance with the provisions of Section 16 of the Companies Act, 1956, the existing capital clause No.V appearing in the Memorandum of Association be substituted with the following new clause:
“V.The Authorized Share Capital of the company is Rs. ..../- (Rupees .....Only) divided into ...(.....only) Equity shares of Rs.10/- each.”
“RESOLVED FURTHER THAT in compliance with the provisions of Section 31 of the Companies Act, 1956, the existing capital clause appearing in Article 4 of Articles of Association be substituted by the following new article:
“4. The Authorized Share Capital of the company is Rs. ..../- (Rupees .....Only) divided into .....(...... only) Equity shares of Rs.10/- each.”
“RESOLVED FURTHER THAT the Board of Directors of the company be and are hereby authorised to do all acts, deeds and things necessary to give effect to increase in authorised share capital and necessary alterations in memorandum and articles of association”
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 06 December 2010
Procedure:-
Hold Board Meeting and discuss the matter approve the same and decide date, time and venue of General Meeting.
Issue notice well in time.
Hold General Meeting and pass Ordinary Resolution for increase in capital and alteration in the capital clause of MOA.
(If it requires alteration in Articles too, Special Resolution would be required and Form 23 is to be filed witin 30 days of the date of resolution)
File form 5 witin 30 days. (Only altered copy of MOA is to be attached with form 5)
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 06 December 2010
Draft Ordinary Resolution:-
“RESOLVED THAT pursuant to the provisions of Section 94(1)(a) and other applicable provision(s) of the Companies Act, 1956, if any, the Authorised Share Capital of the Company be increased from Rs. 10,00,000/- (Ten Lacs) divided into 100000 Equity Shares of Rs. 10/- each to Rs. 30,00,000/-(Thirty Lacs) divided into 300000 Equity Shares of Rs. 10/- each.”
“RESOLVED FURTHER THAT clause V of the Memorandum of Association of the Company be substituted as under:-
“The Share Capital of the Company is Rs.30,00,000/- (Rupees Thirty Lacs only) divided into 3,00,000 (Three Lacs) Equity Shares of Rs. 10/-(Rupees Ten) each with power to increase or reduce the capital and to divide and subdivide the shares into several classes and to attach there to respectively such preferential, qualified or special rights, privileges or conditions, as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act,1956, or as provided by the Articles of Association of the Company for the time being.”
“RESOLVED FURTHER THAT Shri …………………. and Shri …………………., Directors of the Company be and are hereby jointly and / or severally authorized to do all such acts, deeds and things as may be necessary, expedient and desirable to give effect to the above resolution.”
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 06 December 2010
Hi
Altered MOA and AOA along with resolution regarding increasing capital should be attached with Form-5.
Regards
| Originally posted by : Ajay Mishra | ||
 |
Hi Altered MOA and AOA along with resolution regarding increasing capital should be attached with Form-5. Regards |
 |
agreed
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 06 December 2010
Altered copy of MOA required and AOA may be attached, not mandatory. And obvious Certified copy of OR.
Suresh Prasad
(www.aubsp.com)
(15630 Points)
Replied 06 December 2010
Respected ,
Ankur Sir, Ajay Mishra Sir and Jyotsna Jee;
Thanks a Lot for Further Clarification...........
VIKAS KUMAR
(others)
(22 Points)
Replied 30 December 2011
Dear CS.Ankur Ji
I want to know from you that i had filed form 5 & 23 but there are objection raised by MCA as following
Required certified copy of MOA.and AOA with resolution,notice,and explantory statement with shorter notice.
I want to know that can i file Form 67 against Form 5? Or is it manditory to file form 67 against form 23 if i had already file the form 23 (Objections are same as in form 5)
Please help for the same.
Regards
Vikas
Lavina Salian
(Asst. Company Secretary)
(101 Points)
Replied 30 December 2011
This means in your case the period between Board Meeting and AGM is less than 21 days.so they have asked for Notice and Explanatory with shorter notice.you are required to attach Notice, CTC of the resolution, and altered copy of AOA and MOA.Tell me exactly what is the reason for rejection.I mean to say the words used by MCA .
Lavina Salian
(Asst. Company Secretary)
(101 Points)
Replied 30 December 2011
Normally they mention "resubmission" or if you want to go for trial and error - In Form 67, mention the SRN No of the form rejected.If they accept the same that means you have to file form 67.if it say "SRN No not valid"then it that case you have to resubmit the form again.
Lavina Salian
(Asst. Company Secretary)
(101 Points)
Replied 30 December 2011
Normally they mention "resubmission" or if you want to go for trial and error - In Form 67, mention the SRN No of the form rejected.If they accept the same that means you have to file form 67.if it say "SRN No not valid"then it that case you have to resubmit the form again.
CS MOHIT SALUJA
(PRACTICING CS Jalandhar 9914558709)
(5155 Points)
Replied 01 January 2012
Dear Vikas, you need to file Form 67 against the Form 5 objection with submission of Altered MOA and again Form67 against Form 23 with submission of copy of shorter notice sent to each shareholder in Form 22 A with Explanatory statement and the extracts of minutes of EGM held.
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 09 August 2012
| Originally posted by : VIKAS KUMAR | ||
 |
Dear CS.Ankur Ji I want to know from you that i had filed form 5 & 23 but there are objection raised by MCA as following Required certified copy of MOA.and AOA with resolution,notice,and explantory statement with shorter notice. I want to know that can i file Form 67 against Form 5? Or is it manditory to file form 67 against form 23 if i had already file the form 23 (Objections are same as in form 5) Please help for the same. Regards Vikas |
 |
in case both forms have been put under Pending for User Clarification remark you have to file form 67 separately for both forms and attach certified copy of Resolution and complete notice along with the altered copy of MOA.
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