Increase in the Authorised Share Capital
- The company's Authorised Share Capital can be increased if its Articles of Association allow it.
- The procedure for increasing permitted capital is governed by section 61 of the Companies Act, 2013, in conjunction with Sections 13 and 64 of the Companies Act, 2013.
The following is the procedure that must be followed in this case:
1. Articles of Association:
- Pursuant to section 61 of the Companies Act, 2013, a company requires authorisation in the Articles of Association before increasing its authorised share capital.
- The company's Articles of Association must include a provision allowing it to raise its authorised share capital.
2.Calling a Board Meeting:
Give notice of a meeting of the Board of Directors under section 173 (3) the Companies Act, 2013.
This board meeting's primary agenda will include the following issues:
- To obtain the Board of Directors’ approval for an increase in authorised share capital.
- To select the date, time, and location for an Extraordinary General Meeting (EGM) to get shareholder’s approval for a change to the Article of Association's authorised share capital clause through an Ordinary Resolution.
- The change in the Articles of Association's approved share capital provision complies with the requirements of Section 61 of the Companies Act, 2013.
- To confirm the EGM notice, which will be attached to the General Meeting's Notice, together with the Agenda and Explanatory Statement, as pursuant to section 102 (1) of the Companies Act, 2013.
- To allow the Director or Secretary of the Company to issue the notice, as approved by the board in accordance with the clause 2 (c), a Notice of Extraordinary General Meeting (EGM).
3. Notice of the Extraordinary General Meeting:
In line with Section 101 of the Companies Act, 2013, issue a formal notice of the Extraordinary General Meeting (EGM) to the director, auditors and the members of the company.
4.Extraordinary General Meeting (EGM):
Hold the Extraordinary General Meeting (EGM) on the designated day and pass the required Ordinary Resolution to raise the company's authorised share capital pursuant to section 61 (1) (a) of the Companies Act, 2013.
5.ROC Form filing:
Within 30 days of the passing of the Ordinary Resolution, file form SH-7 with the below-mentioned attachments with the respective Registrar of Companies, pursuant to section 64:
EGM Notice; a valid and certified copy of the Ordinary Resolution;
Modified Articles of Association.
6. Approval by ROC
Before certifying or approving the authorised share capital increase, the responsible Registrar of Companies (ROC) will examine the E-forms and attachments.
Important things to note:
- Any changes to the share capital must be reported to the ROC.
- When a company alters its share capital for an increase in authorised share capital under subsection (1) of section 61 of the Companies Act, 2013, within thirty days of the increment, the company must submit a notice, along with a copy of the amended in the Articles of Association, to the Registrar in the prescribed form.
- Also, approving a Special Resolution to amend the Articles of Association is only required when there is a change in a specific clause of the MOA, such as a change in the name clause or the registered office clause, as outlined in Section 13.
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