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increase in Authorised Capital

Aditya (Account Manager) (47 Points)

01 March 2011

Notice for EGM to increase Authorised Capital had been given. Accordingly resolution to increase Auth. Capitlal has been passed in due EGM. After few hrs on same date another EGM happened and another resolution to increased Auth.Capital FURTHER has been passed. Is it Right, even so without any further Notice for Further increase in Auth.Capital?

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5 Replies

Shridhi Jain (Company Secretary) (1678 Points)
Replied 01 March 2011

Section 171 (regarding length of notice for holding general meeting) is applicable to public co. and subsi. of pub. co.

Private company has to follow what is mentioned in the AOA. If nothing is specified in AOA then Sec. 171 is applicable to pvt. co. too.

According to section 171 length of notice is 21 clear days from the date of meeting. The notice period may be of shorter duration if shareholders, holding not less than 95% of share capital, give consent to hold the meeting in shorter notice.

In your case you can hold another EGM same day after first EGM if consent of shareholders, holding 95% of share capital is obtained.

But I dont find it logical to hold two EGM in a single day. With permission of the shareholders you can discuss this new item in the same EGM and pass the resolution giving effect to the same.

SANTOSH SHAH (Company Secretary) (754 Points)
Replied 01 March 2011

Originally posted by : Aditya
	Notice for EGM to increase Authorised Capital had been given. Accordingly resolution to increase Auth. Capitlal has been passed in due EGM. After few hrs on same date another EGM happened and another resolution to increased Auth.Capital FURTHER has been passed. Is it Right, even so without any further Notice for Further increase in Auth.Capital?

Hello Mr.Aditya,

I agree with shridhi that its not logical to have 2 EGM same day.

If you have 2 EGM's on same day , it will give practicle difficulty in filing forms with ROC for increase in

Auth.SC.

Assuming yours is a pvt company, wth the approval of shareholders, consider the revised increase in

authorized share capital in one egm only, so that u can file it with ROC.

As regards Notices sent, kind issue fresh notices back dated with revised authorized sc figures and send to

Shareholders, stating that this notice will superceede the preceeding one.

Once the revised ASC is approved in EGM, you can file the notices, other documents without any difficulty with

ROC for increase in ASC.

Hope this helps.

Other views welcome.

regards

Santosh Shah

Prakashkumar R. Jethva (Owner) (24 Points)
Replied 08 December 2012

Hello Everybody

My problem is:

Can we increase Authorised Share Capital and Issue Equity Shares in Back Date.

Please give reply.

Tanveer Md Masood (Indispensable) (361 Points)
Replied 08 January 2013

Is calling of extraordinaty meeting essenial for increasing the aithorised capital - and what are the forms required to be filed with the roc. Please tell me can the company grant loan or disturb the margin of authorised capital.

Regards

Tanveer Mohammad Masood

shrinath (Student CA Final ) (21 Points)
Replied 08 January 2013

Meetings to be held:

A board meeting is to be convened to discuss the agenda and fix general meeting date for passing ordinary resolution of shareholders.
Convene general meeting and pass ordinary resolution. Special resolution to be passed in case of alteration of MOA or AOA.

Alteration in MOA and AOA:

If the Memorandum of Association (MOA) and the Articles of Association (AOA) does not contain a clause permitting the company to raise its share capital then MOA and AOA is to be altered by filing E-Form 23 with an explanatory statement within 30 days of passing the resolution.