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Proccedure & resolution for increase issued share capital

Sagar Dinde (Service) (32 Points)

06 February 2009

Please send me the procedure & resolustions pass for increase of issued share Capital of Pvt. Ltd Company .

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8 Replies

Rajani (Paid Assistant) (32 Points)
Replied 06 February 2009

For increasing the issued share capital we need to file Form. 2 and for filing the resolution we need to file form.23.

Rajani.R

J. Manivannan (Advocate & IP) (242 Points)
Replied 06 February 2009

Originally posted by :Sagar Dinde

Please send me the procedure & resolustions pass for increase of issued share Capital of Pvt. Ltd Company .

Issued share capital can be increase by way of passing board resolution. Board only having the power to increase the issued or paid up capital. e-Form-2 shall be file within 30 days from the date of event.

rishi (chartered accountant) (26 Points)
Replied 29 April 2009

1. Convene a BM, where increase in the Auth has to be passed.

2. Pass an ordinary / Special resolution at the AGM for approving the same

3. File form 23 within 30 days.

4. File form 5 within 30days.

5. Pay requiste fees for increase in the auth as per Schedule X

6. Make necessary changes in the MOA & AOA...

7. Pls note if it is a listed co... make necessary disclosures to the Stock Exchange

Ajay Mishra (Company Secretary) (74332 Points)
Replied 29 April 2009

Dear Sagar abd Rishi

Rishi is correctly answering your question, after point 2 of Rishi I want to include:

2A. after passing resolution at the General Meeting you must stamping of your form with Treasurar of the State where the Registered office of the company is situated, there after u file form 5 with ROC.

Regards

Ajay

CA Aditya (-) (51 Points)
Replied 12 October 2009

Pls help. I need the format of member's special resolution in EGM to increase Authorised share capital where both AOA & MOA need to be altered.

Ajay Mishra (Company Secretary) (74332 Points)
Replied 12 October 2009

Dear Mr. Aditya

Please find enclosed draft resolution of increase in authorised capital of the company by Ordinary Resolution , i will sugges that u will change accordingly.

Regards

Attached File : 1 notice misc docs.doc downloaded: 1601 times

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(Guest)

NOTICE IS HEREBY GIVEN THAT EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF PRIVATE LIMITED WILL BE HELD ON TUESDAY, MAY 20, 2008 AT ITS REGISTERED OFFICE AT 11.00 A.M. TO TRANSACT THE FOLLOWING BUSINESS:

SPECIAL BUSINESS BY ORDINARY RESOLUTION

1. To consider and if though fit, to pass with or without modification the following resolution as an ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Section 16, 94 and all other applicable provisions, if any, of the Companies Act, 1956, Articles of Association of the company, the authorised share capital of the company be and is hereby increased from Rs. 20,00,000/-(Rupees Twenty lacs only) divided into 200,000(Two Lacs) Equity Shares of Rs. 10/- each to Rs. 30,00,000/-(Rupees Thirty lacs only) divided into 3,00,000(Three lacs) Equity shares of Rs.10/-(Rupees Ten only) each.”

“RESOLVED FURTHER THAT the company’s memorandum of association be and is hereby altered as follows:

In clause V of the memorandum of association the company the words and figures

“The capital of the company is Rs. 20,00,000/- (Rupees Twenty lacs only) divided into 200,000(Two Lacs) Equity Shares of Rs. 10/- each”

be substituted by the following words and figures:

“The capital of the company is Rs. 30,00,000/-(Rupees Thirty lacs only) divided into 3,00,000 (Three lacs) Equity shares of Rs.10/-(Rupees Ten only) each”.

By Order of the Board

For PRIVATE LIMITED

( )

Chairman of the meeting

PLACE: JAIPUR

DATED: 24^th April 2008

NOTES

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.

THE PROXIES, IN ORDER TO BE VALID, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

THE EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 IN RESPECT OF ITEM NO. 1 ABOVE ENCLOSED.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACTS, 1956

ITEM NO. 1

The authorised capital of the company is presently Rs. 20,00,000/- (Rupees Twenty Lacs Only) divided into 200,000 Equity Shares of Rs. 10/- each. It has become mentable to increase the authorised capital of the company to enable to raise paid up capital further to diversify and expand activities of Company. The resolution is therefore to increase the authorised capital of the company from Rs. 20,00,000/- (Rupees Twenty Lacs Only) divided into 200,000 Equity Shares of Rs. 10/- each to Rs. 30,00,000 (Rupees Thirty lacs) divided into 300,000 (Three Lacs) Equity shares of Rs. 10/- each.

In view of the fact that the Authorised Capital of the company is being increased the existing clause V of the Memorandum of Association of the company needs to be amended. The members are request to pass necessary resolution set out in the notice as ordinary resolution to carry out the necessary amendments in the memorandum.

By Order of the Board

For PRIVATE LIMITED

( )

Chairman of the meeting

PLACE: JAIPUR

DATED: 24^th April 2008

With Regards

CS Neha Jain

Reitoku Naya (2 Points)
Replied 18 June 2016

The sample resolution shows the Authorized Capital being increased at value of INR 10 each which I believe is the face value. Should a company consider the retained earnings, in other words base on book value, when increasing the share capital.

Example : Company has paid up share capital of INR 10,00,000 constitutes of 1,00,000 share at INR 10 each. Authorized Capital is increased to INR 20,00,000 of 2,00,000 shares at INR 10 each and company has a retained earnings of INR 1,50,000. When calling for increase in paid up share capital should it be based on INR 10 or should the book value INR 11.50 be used ? What will be the new face value of per share?