1.Authorisation must in the Article of Association (AOA)
Before to go for increase of authorised capital, first need to check whether the company AOA contains provision for increase in authorise capital as it is first condition mentioned in the section 61 as we read above also that if it is authorized by the article then only company can increase the authorised capital.
If AOA doesn’t contain the provision for increase in authorised capital, then first we have to alter the articles as per the provision of Section 14 of the Companies Act, 2013 after that we can proceed towards the increase in authorise capital.
2.Calling of Board Meeting of Board of Directors (BOD)
BOD of the company in the board meeting discuss and approve the following
- Increase in Authorised Capital of the company subject to the approval of shareholders.
- Fix Day, Date, Time, & Venue of the Extraordinary General Meeting (EGM) of the shareholders to get approval for increase in authorise capital;
- Approve and issue notice of EGM along with agenda & explanatory statement to all members, directors & auditor of the company.
- Authorise director or company secretary to issue notice of EGM.
3.Holding of Extraordinary General Meeting (EGM)
Call and hold the Extraordinary General Meeting (EGM) of the members on the Day, Date, Time, & Venue as decided by the board of directors in their board meeting and the pass the resolution for increase in authorise capital by passing ordinary resolution.
4.Alteration in Memorandum of Association (MOA)
Alter the clause of authorise capital in the MOA of the Company.
ROC COMPLIANCE
A limited company shall file form SH-7 with the Registrar of Company within the period of period of 30 days of such alteration along with the following attachment
- Copy of Board Resolution
- Copy of EGM Ordinary Resolution
- Copy of Notice of EGM along with Explanatory Statement
- Copy of altered MOA
