Chartered Accountant
118 Points
Joined October 2011
| Originally posted by : Shanya |
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Can anyone tell me the procedure for increasing the paid up share capital of a private limited company as per the Companies Act, 2013? What forms are to be filled? And what sections would be applicable?
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Procedure for Private Placement / Preferential Allotment:
1. Send Notice of Board Meeting as per section 173 of the Companies Act, 2013.
2. Convene a Board Meeting and pass following resolution:
a) Decide the names of the subscribers to the issue.
b) Prepare and Approve the Offer Letter in PAS-4.
c) Prepare Share Application Form.
d) Fix the Date, time, place of General Meeting and approve the notice and explanatory statement.
3. Send notice (along with explanatory statement) of the General Meeting to members, Directors as per section 101 and 102 of the Companies Act, 2013.
4. Send Offer Letter (Form PAS-4) along with Share Application Form to subscribers to issue within 30 days from the date of recording the name of the Persons in PAS-5.
5. Hold EGM on the convened date and pass special resolution under section 62.
6. File Form MGT-14 within 30 days of passing Special Resolution along with Explanatory statement.
7. File Return of Allotment in PAS-3 within 30 days. Attachment to Form a) List of Allottee (LOA) b) LOA shall be certified by the signatory (Director/ CS) of Form. c) Valuation Report.
8. Maintain the record of the Allotment of securities issued.
9. File PAS-4 and PAS-5 with ROC within 30days of circulation of relevant private placement Offer Letter in GNL-2.
Requirements for filing Form PAS – 3:
- List of Allotees along with their names, addresses, occupation, no. of shares allotted to each allottee.
- The above list shall be certified by the signatory of Form PAS – 3 (normally the Director)
- The current issue of shares in this case is being done as per Section 62(1)(c). Thus, a Valuation report is to be obtained by a registered valuer [(a) independent merchant banker regd. With SEBI or (b) independent CA having minimum experience of TEN years]