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Increase of authorised share capital of listed company

Ranjit Singh (Company Secretary) (92 Points)

14 April 2012

Dear All,

We are a listed ompany and is planning for increasing our authorised share capital. please comment what are the points along with the MOA & AOA of the company should obsrve for the same and compliances to be made.

thanks,

CS Ranjit K Singh

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MudraMantri (Wantapreneur) (491 Points)
Replied 15 April 2012

For Increasing Authorized Capital there is a need to call an EGM and pass Special/ordinary resolution as the case may be.
Prior to an EGM Board Meeting is to be conducted only for approving notice and calling the EGM. Convene a Board Meeting after issuing notices to directors to decide about the increase and to fix up the date, time, place and agenda for convening a General Meeting and to pass an Ordinary Resolution, for the same. Issue notices in writing at least 21 days before the date of the meeting for the General Meeting with suitable Explanatory Statement.
Hold the general meeting and pass the Ordinary Resolution by simple majority.
File the notice of increase with the concerned ROC in Form No. 5 (duly stamped ) within 30 days on which the Registrar of Companies will make necessary changes in the Company’s Memorandum & Articles of Association. The FORM NO. 5 should be duly stamped 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. Other documents to be filed along with the above referred documents: Certified True Copy of the MOA & AOA after altering necessary clauses. Demand Draft in favour of Registrar of Companies, for the requisite filling Fees. Altered share capital must be stated in each copy of the memorandum and articles of association to be issued after the general meeting at which the resolution was passed.
After increase in Authorised Capital Company can convene Board meeting and pass a resolution to make ALLOTMENT OF SHARES. After allotment of share the company is required to FILE RETURN OF ALLOTMENT to the Registrar of Companies within 30 days of Allotment of shares.