Criminal Trident Pack: IPC, CrPC and IEA by Sr. Adv. G.S Shukla and Adv. Raghav Arora
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Manish Rathi (Director)     04 July 2010

Increase IN share capital

I have inc PVT ltd company on 31st mar 2010 with share capital of Rs 1 lacs.

I want to increase in share capital form 1 lac to 25 lacs. pl advice detailed procedure and stamp duty reqd.

what if i dont have digital signiture with me right now. Pl help B RGds Manish Rathi



Learning

 6 Replies

A V Vishal (Advocate)     04 July 2010

1.CONSULT ARTICLES OF ASSOCIATION AND MEMORANDUM OF ASSOCIATION, COMPLY WITH CLAUSES AND ARTICLES DEALING WITH THE TOPIC OF INCREASE OF SHARE CAPITAL.
2.PASS BOARD. RESOLUTION TO FIX DATE ,TIME AND PLACE TO CONVENE SHAREHOLDERS MEETING TO ALTER CAPITAL CLAUSES IN MEMORANDUM OF ASSOCIATION & ARTICLES OF ASSOCIATION
PASS MEMBERS RESOLUTIONS IN AGM/EGM TO ALTER THE AUTHORISED SHARE CAPITAL CLAUSE IN MEMORANDUM AND ARTICLES.
3. AFTER MEMBERS PASS RESOLUTIONS ,FILE FORM 23 WITH ROC .
THE SRN NUMBER OF FORM 23 WHEN FILED SHOULD BE QUOTED AND REFERRED IN FORM 5 WHICH ALSO YOU SHOULD FILE ALONG WITH ROC FEES.
BEFORE FILING FORM 5 YOU SHOULD GET THE M/A STAMPED AT THE STATE SUB REGISTRAR'S OFFICE ( VALUE OF STAMP DUTY VARIES FROM STATE TO STATE ON THE AMOUNT OF INCREASE IN AUTH. CAPITAL).
4.FILE THE REVISED M/A WITH ROC IN MANUAL FORM .
5. PRINT M/A,A/A, WITH REVISED CAPITAL CLAUSES OR PASTE THE EXTRACT OF THE REVISED CAPITAL CLAUSES IN M/A,A/A BEFORE CIRCULATING THE SAME.
6. ISSUED CAPITAL CHANGES ONLY WHEN YOU ISSUE SHARES TO ANY BODY- AN INDIVIDUAL / COMPANY ETC...
7. FOR SUCH ISSUE AGAIN SEE THE PRECONDITIONS IF ANY IN M/A,A/A, ANY LENDERS SANCTION TERMS ,ISSUE AT A PREMIUM OR OTHER TERMS OF ISSUE ETC.
TAKE SHAREHOLDERS APPROVAL IF ANY LIKE UNDER SEC 81(1A).PASS THE RESOLUTION AND FILE FORM 23
8. CONVENE BOARD MEETING TO ALLOTT SUCH SHARES TO COMPLTE THE ISSUE AND THEN FILE FORM 2

A V Vishal (Advocate)     04 July 2010

WITHOUT A DIGITAL SIGNATURE YOU CANNOT FILE ANY FORMS WITH THE ROC

anshuman (NA)     04 July 2010

I have a registered PVt ltd firm, i need to change the name, wil it have any effect ?

My share capital is 5 lacs and i wish to increase it to 50 lacs ? Will i be able to list in stock ?

Kindy advise.

A V Vishal (Advocate)     04 July 2010

SECTION 21 of Companies Act, 1956 enunciates the procedure / legal requirement to change the name of a company:

1. Board Resolution

2. Special Resolution (Form 23)

3. Form 1A for name availability

4. Central Government (RoC) approval by means of an application in Form 1B. However application to RoC not required where the change involves only addition / deletion of the word 'private' to the name of the co. The application to RoC should accompany the following documents:

Certified true copy of => B/S and P/L for the last 2 financial years; special resolution; MoA & AoA; Directors' Report for the last 2 F.Y; communication received (reference no.) from RoC and Detailed reasons for name change and minutes of GM where SR was passed.

In addition, if change of name is due to change in Objects Clause, then in addition to what you have listed, Form 23 will have also to cover the SR for change in Objects Clause. Needless to add that the proposed new name should be in consonance with the new Objects. This is applicable only in case of alteration to Main Objects Clause.

1 Like

A V Vishal (Advocate)     04 July 2010

My share capital is 5 lacs and i wish to increase it to 50 lacs ? Will i be able to list in stock ?

Kindy advise.

You can increase the share capital, however your shares cannot be listed since the company is private limited and further a pvt ltd co. cannot make public placements of its share hence you need to convert the company to a public limited company if you intend going public.

1 Like

CS Pooja (Company Secretary)     16 July 2010

Vishal Sir's answers are more than just perfect.

You are our ideal, Sir.

Keep guiding.

Your profile pic is apt for your profile. :)


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