Procedure for Increasing of Authorised Share Capital of the Company includes sending Notice of Board Meeting in writing to every director, Pass the Resolution in Board Meeting for Increasing of Authorised Share Capital and for calling EGM of Shareholders, Notice for Calling EGM, Passing Resolution in EGM for Increasing of Authorised Share Capital & Alteration in MOA, Preparation of Notice of EGM and Filing of MGT-14 and SH-7 with ROC. Detailed Procedure is as follows:-
| Actions Required | Time Limit | Documents Required | Punishment for Contravention of relating Section. |
| 1. Sent Notice of Board Meeting in writing to every director at his address registered with the company by hand delivery or by post or by electronic means (Sec. 173). | Before 7 days from the date of Board Meeting. *
(Unless Articles not provide anything) |
Notice of Board Meeting | Every officer (who fails to do so) INR 25,000/-. |
| 2. Pass the Resolution in Board Meeting for Increasing of Authorised Share Capital as well as call the Extra Ordinary General Meeting (EGM) of Shareholders for consent on the same (Sec. 173 & Sec. 100) in the same time also check whether in Articles of the company is permitted. | No time limit specified in the Companies Act, 2013. | Board Resolution. | No any penalty specified the Companies Act, 2013. |
| 3. Sent Notice of Extra-Ordinary General Meeting (EGM) in writing to all the Shareholders of the Company (Sec. 101). | Before 21 clear days from the date of Extra-Ordinary General Meeting (EGM) (Sec. 100). ** | Notice of Extra-Ordinary General Meeting (EGM). | Company and Every Officer (who is in default): Fine upto INR 10,000/- & INR 1,000/- for every day. |
| 4. Pass the Resolution in Extra-Ordinary General Meeting (EGM) for Increasing of Authorised Share Capital & Alteration in Memorandum of Association (Sec. 61). | Within 45 days from the date of day of the EGM being called.
(Sec. 100) |
Special Resolution | All the expenses incurred for calling of EGM shall be deducted from the defaulting Director of the Company.
(Sec. 100) |
| 5. Alteration in Memorandum of Association (MOA). | Within 30 days, Attach the altered MOA with MGT-14 (Point-7). | Altered MOA | – |
| 6. Preparation of Minutes of the Meeting (Sec. 118) | Within 30 days from the conclusion of the Meeting. | Minutes of Meeting | Company: INR 25,000/-
Every Officer (who is in default): INR 5,000/- If a person is found guilty of tampering with the minutes of the proceedings of meeting, 1. Imprisonment: upto 2 Years & 2. Fine: (a) Min. INR 25,000/- (b) Max. INR 1,00,000/- |
| 7. Filing of MGT-14 with ROC for alteration in Memorandum of Association (MOA) (Sec. 117) | Within 30 days from the date of Extra-Ordinary General Meeting (EGM) | Form MGT-14 | Company: Fine INR 1,00,000/- & INR 500/- for each day, subject to a maximum of INR 25,00,000/-
Every officer (who is in default): Fine INR 50,000/- & INR 500/- for each day, subject to a maximum INR 5,00,000/- |
| 8. Filing of SH-7 with ROC for Increasing of Authorised Share Capital (Sec. 64). | Within 30 days from such increase.
[Rule 15 of Companies (Share Capital & Debentures) Rule, 2014] |
Form SH-4
[Rule 15 of Companies (Share Capital & Debentures) Rule, 2014] |
Company and Every Officer (who is in default) shall be liable to penalty of:
1. INR 1,000/- for each day during which such default continues, or 2. INR 5,00,000 whichever is less. (Sec. 64) |
| * Provided that a meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one independent director, if any, shall be present at the meeting:
Provided further that in case of absence of independent directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one independent director, if any. |
| **Provided that a general meeting may be called after giving shorter notice than that specified in this sub-section if consent, in writing or by electronic mode, is accorded thereto in the case of any other general meeting (Other than AGM (Annual General Meeting)), by members of the company
i. holding, if the company has a share capital, majority in number of members entitled to vote and who represent not less than 95% of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or ii.having, if the company has no share capital, not less than 95% of the total voting power exercisable at that meeting: Provided further that where any member of a company is entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account for the purposes of this sub section in respect of the former resolution or resolutions and not in respect of the latter. |
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