Procedure to Increase Authorized Share Capital of the company under section 61(1)(a), 64  of the Companies Act 2013 read with rule 15 of Companies (Share Capital and Debentures) Rules, 2014

♦ Check provisions of the Articles of Association to increase the Authorized Share Capital. If the Articles of Association does not authorize for increase in Share Capital then first the articles of association must be altered as per section 14 of the companies act 2013. Alteration Articles of Association can be done by passing a special resolution in an Extra – Ordinary General Meeting. Form MGT-14 is required to be filed.

♦ Issue Notice at least seven days before for calling Board Meeting.

♦ Convene Board Meeting for approval of the Directors for increase in authorized share capital, alteration of memorandum of association, to fix the date of EOGM for increase in authorized share capital and approve notice of EGM along with Agenda and Explanatory Statement to be annexed to the notice of General Meeting as per section 102(1) of the Companies Act, 2013.

♦ Issue Notice of the EOGM along with explanatory statement

♦ Hold EOGM and increase share capital.

♦ File Form SH-7 along with Notice of EOGM, Ordinary Resolution passed in EOGM and Altered MOA.

FORMATS

1. NOTICE OF CALLING BOARD MEETING FOR FOR INCREASE IN AUTHORIZED SHARE CAPITAL

NOTICE

Notice is hereby given that an urgent meeting of Board of Directors of ABC (P) Ltd. is scheduled to be held on [DATE] at [TIME]. at its registered office …………………………………………………………., to consider various matters including the following matter:

  • To Approve increase in authorized share capital,
  • Alteration of memorandum of association,
  • To fix the date of EOGM for increase in authorized share capital and
  • To approve notice of EOGM

For ABC (P) Ltd.

Director

(Name)

DIN: 

Place: Kolkata

Dated:

2. BOARD RESOLUTION FOR FOR INCREASE IN AUTHORIZED SHARE CAPITAL

EXTRACTS OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF ABC PRIVATE LIMITED HELD ON [DATE] AT THE REGISTERED OFFICE OF THE COMPANY AT ……………………………………………………………. AT 10.00 A.M.:

 “RESOLVED THAT pursuant to the provisions of Section 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and re-enactment(s) thereof for the time being in force) and the rules framed thereunder, consent of the board be and is hereby accorded to increase the Authorized Share Capital of the Company from the present Rs. ……………………../- (Rupees (IN WORDS) consisting of …………………….. (IN WORDS) Equity Shares of Rs……………../- (Rupees IN WORDS) each to Rs. ……………………../- (Rupees (IN WORDS) consisting of …………………….. (IN WORDS) Equity Shares of Rs……………./- (Rupees (IN WORDS) each.”

“FURTHER RESOLVED THAT the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:

1. The Authorised Share Capital of the Company shall be Rs. ……………………../- (Rupees (IN WORDS) divided into …………………….. (IN WORDS) Equity Shares of Rs……………./- (Rupees (IN WORDS) each with power to increase and reduce the capital of the company and to divide the shares in the capital for the time being into different classes and to attach thereto respectively such preferential or special rights or privileges or conditions as may be determined by or in accordance with the regulations of the company.

“FURTHER RESOLVED THAT to give effect to above resolutions the Extra-Ordinary General Meeting of the members is hereby called on [DATE] at [TIME] at the registered office of the company. The Notice of the Extra-Ordinary General Meeting is hereby approved.”

Certified to be True

For ABC (P) Ltd.

Director

Name

DIN:

3. NOTICE OF CALLING EOGM FOR FOR INCREASE IN AUTHORIZED SHARE CAPITAL

NOTICE

Notice is hereby given that the Extra – Ordinary General Meeting of the members of ABC Private Limited will be held on [DATE] at the registered office of the company AT …………………………………………………. at [TIME] to transact the following business:

SPECIAL BUSINESS

Item No. 1

To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution:

TO CONSIDER INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

“RESOLVED THAT pursuant to the provisions of Section 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and reenactment(s) thereof for the time being in force) and the rules framed thereunder, consent of the Members be and is hereby accorded to increase the Authorized Share Capital of the Company from the present Rs. ……………………../- (Rupees (IN WORDS) consisting of …………………….. (IN WORDS) Equity Shares of Rs……………../- (Rupees IN WORDS) each to Rs. ……………………../- (Rupees (IN WORDS) consisting of …………………….. (IN WORDS) Equity Shares of Rs……………./- (Rupees (IN WORDS) each.”

“FURTHER RESOLVED THAT the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:

1. The Authorised Share Capital of the Company shall be Rs. ……………………../- (Rupees (IN WORDS) divided into 2,00,00,000 …………………….. (IN WORDS) Equity Shares of Rs……………./- (Rupees (IN WORDS) each with power to increase and reduce the capital of the company and to divide the shares in the capital for the time being into different classes and to attach thereto respectively such preferential or special rights or privileges or conditions as may be determined by or in accordance with the regulations of the company.

“FURTHER RESOLVED THAT the directors of the Company be and are hereby severally authorised to do all such act(s), deed(s) and things including all forms, documents filing with Registrar of Companies as may be necessary and incidental to give effect to the aforesaid Resolution.”

By Order of the Board of Directors

For ABC (P) Ltd.

Director

Name

DIN:

Place: 

Dated: 

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT 2013

As required by sub section 1 of Section 102 of the Companies Act, 2013, the following explanatory statement set out all the material facts relating to Item No. 1 of the accompanying Notice dated April 2, 2018.

Item No. 1

The Current Authorized Capital of the Company is Rs. ……………………../- (Rupees (IN WORDS) consisting of …………………….. (IN WORDS) Equity Shares of Rs……………../- (Rupees IN WORDS) each and the paid up share capital of the Company is Rs. ……………………../- (Rupees (IN WORDS) consisting of …………………….. (IN WORDS) Equity Shares of Rs……………../- (Rupees IN WORDS) each . The Company proposes to increase its authorized share capital to Rs. ……………………../- (Rupees (IN WORDS) to facilitate any fund raising in future via further issue of equity shares of the company.

The increase in the Authorised Share Capital of the Company will also require consequential amendment in the Clause V of the Memorandum of Association of the Company.

Pursuant to Section 13 and 61 the Companies Act, 2013, alteration of the Capital Clause requires approval of the members of the Company by way of passing an Ordinary Resolution to that effect.

The Directors recommend the Resolution set out in the Notice for the approval of the Members.

No Director, Manager, other key managerial personnel and relatives of the same are concerned or interested in the passing of this Resolution.

By Order of the Board of Directors

 Director

(Name)

DIN: 

Place: 

Dated:  

4. EOGM RESOLUTION FOR FOR INCREASE IN AUTHORIZED SHARE CAPITAL

EXTRACTS OF THE MINUTES OF THE EXTRA – ORDINARY GENERAL MEETING OF THE MEMBERS OF ABC PRIVATE LIMITED HELD ON [DATE] AT THE REGISTERED OFFICE OF THE COMPANY AT ……………………………………………. AT [TIME]:

INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

“RESOLVED THAT pursuant to the provisions of Section 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and reenactment(s) thereof for the time being in force) and the rules framed thereunder, consent of the Members be and is hereby accorded to increase the Authorized Share Capital of the Company from the present Rs. ……………………../- (Rupees (IN WORDS) consisting of …………………….. (IN WORDS) Equity Shares of Rs……………../- (Rupees IN WORDS) each to Rs. ……………………../- (Rupees (IN WORDS) consisting of …………………….. (IN WORDS) Equity Shares of Rs……………./- (Rupees (IN WORDS) each.”

“FURTHER RESOLVED THAT the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:

1. The Authorised Share Capital of the Company shall be Rs. ……………………../- (Rupees (IN WORDS) divided into 2,00,00,000 …………………….. (IN WORDS) Equity Shares of Rs……………./- (Rupees (IN WORDS) each with power to increase and reduce the capital of the company and to divide the shares in the capital for the time being into different classes and to attach thereto respectively such preferential or special rights or privileges or conditions as may be determined by or in accordance with the regulations of the company.

“FURTHER RESOLVED THAT the directors of the Company be and are hereby severally authorised to do all such act(s), deed(s) and things including all forms, documents filing with Registrar of Companies as may be necessary and incidental to give effect to the aforesaid Resolution.”

Certified to be True

For ABC (P) Ltd.

Director

Name

DIN:

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Qualification: CA in Practice
Company: M N KHANDELWAL & CO.
Location: KOLKATA, West Bengal, IN
Member Since: 04 May 2018 | Total Posts: 4
CA Madhav Khandelwal is a young Chartered Accountant and the founder partner of the firm. He is a B. Com (H) graduate and a fellow member of The Institute of Chartered Accountants of India with 7 years of Post Qualification experience. He has handled vide variety of audits of various companies View Full Profile

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Tags : Companies Act (2412) Companies Act 2013 (2185)

3 responses to “Checklist for Alteration of Authorized Share Capital (Increase in Authorised Share Capital”

  1. BHASKARAN CHAKRAPANI WARRIER says:

    Thanks for clarification.

  2. BHASKARAN CHAKRAPANI WARRIER says:

    Seems special l resolution is required to alter MOA (share capital clause).

    • mnkhandelwalco@gmail.com says:

      Provision for Alteration of Share Capital is given in Section 61 of the Companies Act, 2013 where it clearly says that a limited company having share capital may, if so authorised by its articles, alter its memorandum in its general meeting. Nowhere in the section it has been mentioned that it requires special resolution.

      Further in section 13 of the companies act 2013 which deals with alteration of memorandum by passing special resolution, it has also been clarified by saying “Save as provided in Section 61”.

      “This is our personal view. It may differ from views of other professionals.”

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