Firstly call a Board Meeting for holding EGM and pass the below mentioned resolution in the Board Meeting to get consent of the shareholders for the increase in capital and change of memorandum (if required). Check whether the increase of authorized capital is in accordance with the Memorandum of Association of the Company or not. If not then first increase the capital clause in the memorandum and file Form 23. If it is in accordance with MOA then no need to file Form 23. After this file Form 5. Give the reference of SRN of Form 23 in this Form 5 (In case you file Form 23). Please note that the forms can be filed only after getting the consent of shareholders in the EGM.
HOLDING OF EXTRA ORDINARY GENERAL MEETING FOR INCREASE IN AUTHORISED CAPITAL OF THE COMPANY
The company requires funds for its expansion plans. It is therefore desirable that the Authorized Share Capital be increased to issue further shares. The proposed increase in Authorized Share Capital would also enable the Company to raise additional capital.
The Board expressed its satisfaction to the matter discussed and passed the following Resolution.
“RESOLVED that an Extra Ordinary General Meeting of the shareholders be called on (Date – atleast 23days from the date of this Board meeting) for the increase in authorized capital of the Company. The draft notice along with explanatory statement thereto as placed before the Board be and is hereby approved and the same be sent to the shareholders whose name appear in the register of members as on (date of this Board Meeting).”
“RESOLVED further that in the said Extra Ordinary General Meeting of the Company the following resolution be moved:
“RESOLVED that pursuant to Section 94 and other applicable provisions if any, of the Companies Act, 1956 the Authorized Share Capital of the Company be increased from Rs._______/- (Rupees __________ only) divided into ________ equity shares of Rs.__/- each to Rs._______/- (Rupees ________ Only) divided into _______ equity shares of Rs.__/- each by the creation of ________ new equity shares of Rs.____/- each to rank paripassu in all respect with existing equity shares of the Company.”
(If MOA has to be changed, then include as mentioned below)
V. The Authorized Share Capital of the Company is Rs.________/- (Rupees _________ only) divided into ________ ( ______) equity shares of Rs.____/- (Rupees Ten) each and subject to the provisions of the Companies Act, 1956 including any statutory modification or re-enctment thereof, with right, privileges and conditions attached thereto as are provided by the regulations of the Company for the time being with the power to sub-divide, consolidate, increase or reduce the capital of the company and to attach thereto such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the regulations of the company and to vary, modify or abrogate any such rights, privileges, or conditions in such manner as may for the time being be provided by the regulation of the Company subject to the provisions of the Companies Act, 1956 including any statutory modification or re-enactment thereof and the regulation of the company
“FURTHER RESOLVED THAT Mr. _________, Director of the Company, be and is hereby authorised to sign and file necessary required forms with the concerned Registrar of Companies, within the prescribed time limit.”
CAclubindia
