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RESOLUTION TO INCREASE AUTHORISED CAPITAL

Ramram (28 Points)

17 February 2008

Sirs,

Can anyone give me specimen Resolution [ at Board Meeting & at EGM] to be passed for Increasing Authorised Capital.

i.e. Board Resolution

and Sprecial Reolution

Best Regards,

J M Tiwari

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28 Replies

CA O.P. SINGH (O P Singh & Co.) (426 Points)
Replied 17 February 2008

Minutes of the Extra-Ordinary General Meeting of .................... held on …………………………………….. at the Registered Office of the Company at …………………… wherein the following were present: 1. Mr. 2. Mr Mr. .....Took the Chair and there being requisite quorum the proceedings of the meeting commenced. The Chairman stated that there are no proxies received. I. The Chairman stated that the Authorised Capital of the Company is presently Rs.1,50,00,000/- divided into 15,00,000 Equity Shares of Rs.10 each considering the proposal to issue bonus shares for expansion purpose, it is advisable to increase the Authorised Capital of the Company from Rs. 1,50,00,000 to 1,60,00,000 by creation of 16,00,000 Shares of Rs.10 each, ranking pari passu in all respect with existing Equity Shares of the Company. The proposed increase of the Authorised Capital of the Company requires the approval of the members in the general meeting. The Members then discussed the matter in detail and passed the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to provisions of section 94(1)(a) of the Companies Act, 1956 the Authorised Share Capital of the Company be and is hereby increased from present Rs.1,50,00,000/-(Rupees One Crore Fifty Lacs), to Rs. 1,60,00,000/-(Rupees Crore Sixty Lacs), by addition thereto of 1,00,000 (One Lac) Equity Shares of Rs.10 each, ranking pari passu in all respect with existing Equity Shares of the Company.” II. The Chairman stated that consequent upon the increase in the Authorised Capital of the Company its Memorandum of Association will require alteration so as to reflect the increase in Share Capital. The Members then passed the following resolution as Special Resolution “RESOLVED FURTHER THAT, Clause V of the Memorandum of Association of the Company be and is hereby amended by substitution of the figures and words “The Authorized Share Capital of the Company is Rs 1,60,00,000 (Rupees One Crore Sixty Lacs) divided into 16,00,000 (Sixteen Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each. III. The Chairman stated that consequent upon the increase in the Authorised Capital of the Company its Articles of Association will require alteration so as to reflect the increase in Share Capital. The Members then passed the following resolution as Special Resolution “RESOLVED THAT clause 5 of the Articles of Association of the Company be and is hereby amended by substitution of the figures and words “The Authorized Share Capital of the Company is Rs. 1,60,00,000/- (Rupees One Crore Sixty Lacs only) divided into 16,00,000 (Sixteen Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each” The Meeting then terminated with Vote of thanks to the Chair. Certified true copy Managing Director

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Radhika (Company Secretary) (1238 Points)
Replied 18 February 2008

For Increase of Authorised Capital u need to call an EGM and pass Special/ordinary resolution as the case may be.. Board Meeting is to be conducted only for approving notice and calling the EGM “RESOLVED THAT the Notice for convening the Extra-Ordinary General Meeting of the Company on ____________ be and is hereby approved and Mr.___________ or )_____________Directors of the Company be and is hereby severally authorised to sign the notice and despatch the same to the shareholders of the Company.” Board Resolution for Calling EGM Special Resolution-- to be passed at the EGM "Resolved that pursuant to sections 16, 31 and 94 and other applicable provisions, if any, of the Companies Act, 1956, the Authorised Capital of the Company be and is hereby increased from Rs. 2,00,00,000 (Rupees Two Crores) divided into 20,00,000 equity shares of Rs. 10 each to Rs. 7,50,00,000 (Rupees Seven Crores Fifty Lakhs only) divided into 75,00,000 equity shares of Rs. 10 each, ranking pari passu with the existing equity shares. Resolved further that Clause v of the Memorandum of Association of the Company be and is hereby altered to read as follows: "The Share Capital of the Company is Rs. 7,50,00,000 (Rupees Seven Crores Fifty Lakhs only) divided into 75,00,000 equity shares of Rs. 10 each. The Company has the power from time to time to increase or reduce its capital in accordance with the provisions of the Companies Act, 1956." Resolved Further that Clause 5 of the Articles of Association of the Company be and is hereby altered to read as follows: "The Share Capital of the Company is Rs. 7,50,00,000 (Rupees Seven Crores Fifty Lakhs only) divided into 75,00,000 equity shares of Rs. 10 each." Resolved Further that the Board of Directors be and are hereby authorised to do such other acts and deeds as may be necessary for giving effect to this resolution."

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(Guest)

I want to increase authorised capital of the my Pvt. ltd. company from 1lac to 10lac how can I do this and what will be cost envolved to do this.

vidya p nambiar (student) (45 Points)
Replied 23 May 2008

Thank u

(Guest)

I WANT TO INCREASE THE AUTHORISED SHARE CAPITAL FROM 10 LACS TO 40 LACS . PLEASE LET ME KNOW THE STAMP DUTY PAYABLE. KINDLY MAIL ME THE FORMAT OF BOARD RESOLUTION

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(Guest)

Originally posted by :Guest
"	I have increased authorised capital of the my Pvt. ltd. company from 5 crores to 7 crores What wil be the resolution for that	"

(Guest)

Originally posted by :Guest
"	I have increased authorised capital of the my Pvt. ltd. company from 5 crores to 7 crores What wil be the resolution for that	"

Senthil Kumar (Management Traninee) (25 Points)
Replied 02 December 2008

i want to know the procedure & related provisions under the companies act 1956, for increased authoraised share captial from 20 crores to 30 crores..

(Guest)

Dear

Kinldy proivde a board resolution format for increase in authorised share capital of a private limited company. Also let me know the procedure to inc. share capital.

Thanks & Regards.

Amit Agrawal (Chartered Accountant) (100 Points)
Replied 05 December 2008

Can you tell me which document to frank(pay stamp duty) for increasing authorised capital from 50 lacs to 75 lacs in case of private companies

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Amit Agrawal (Chartered Accountant) (100 Points)
Replied 05 December 2008

we want to increase authorised captial from 50 lacs to 75 lacs

kindly tell me on which document we have to pay stamp dut y and how much

what other fees we'll have to pay to roc kindly tell me procedure

DEEPAK (CA FINAL) (814 Points)
Replied 30 December 2008

to pass special resolution or ordinary

Arul Ganesh (Company Secretary) (98 Points)
Replied 31 December 2008

board 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”