Procedure for increase in Authorised Share Capital of the Company:

• Check the Articles of Association of the Company whether it authorizes such increase , if not the Articles has to be amended first. [For more details please refer to procedure on alteration of AOA,]
• A company may increase its authorised share capital by a) passing resolution either in a board meeting or b) through circulation, subject to approval of members at a General Meeting.

      (a) Meeting of Board of Directors

• As per Section 173 of the Companies Act, 2013 and Secretarial Standard-1: 

• • Notice of the Board Meeting shall be issued to all Directors at their registered addresses by post or hand delivery or by electronic means at least 7 days before the date of the board meeting, with provision for shorter notice in case of urgent business. 

• • The notice shall include Agenda, Notes to Agenda, and Draft Resolution. 

• • The Board at its meeting shall pass resolutions for:  

• Considering and approving the increase of authorised share capital and altering memorandum subject to approval of shareholders in the General Meeting. 

• fixing the day, date, time, and venue of the General Meeting 

• approving the draft AGM Notice along with Explanatory Statement as per Section 102 of the Companies Act, 2013. 

• Authorizing directors/CS of the company to sign and issue necessary notices of general meeting and all the necessary deeds required for implementing board’s resolution. 

• • Listed companies shall disclose the outcome of the Board Meeting to the Stock Exchange within 30 min/12 hours of Board Meeting/ 3 hours as applicable*[Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] and on website of the Company within 2 working days from the date of passing of resolution for the appointment. [Regulation 46 (3) of LODR 2015]. The listed entity may provide the exact link to the webpage of each of the recognized stock exchanges where such information has already been made available by the listed entity. 

*If the Board meeting is concluded after normal trading hours but more than 3 hours before the beginning of the normal trading hours the outcome to be disclosed within 3 hours from the closure of the board meeting. 

• • Draft Minutes shall be prepared and circulated within 15 days of the conclusion of the Board Meeting. 

[For more details, pls refer to Procedure for conducting a Board Meeting]

        (b)  Passing Resolution through Circulation

• As per Section 175 of the Companies Act, 2013 and Secretarial Standard-1 

• • The Chairman of the Board of Director or the Managing Director in the absence of Chairman shall decide whether the approval of the Board for a particular business can be obtained by means of a Resolution by circulation. 

• • The draft of the Resolution for increasing the authorised share capital and for altering the MOA to be passed and the necessary papers shall be circulated amongst the Directors by hand, or by speed post or by registered post or by courier, or by e-mail or by any other recognised electronic means. 

• • Each Resolution shall be separately explained. The decision of the Directors shall be sought for each Resolution separately. 

• • The directors shall respond within 7 days from the date of circulation of the draft resolution. 
  • Where not less than one-third of the total number of Directors of the company for the time being require that any resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to be decided at a meeting of the Board. [Clause 6.1.2 of SS-1]

• • The Resolution is deemed to be passed when it is approved by a majority of the Directors entitled to vote on the Resolution. 

• • Directors shall append the date on which they have signed the Resolution. In case a director does not append a date, the date of receipt by the company of the signed resolution shall be taken as the date of signing. 

• • Resolutions passed by circulation shall be noted at a subsequent Meeting of the Board and minutes of the meeting shall be prepared as per the prescribed method. 

• • Passing of Resolution by circulation shall be considered valid as if it had been passed at a duly convened Meeting of the Board. 

[For more details, pls refer to Procedure for Passing a Board Resolution by Circulation]

• Convening General Meeting:

• As per Section 96 & 100 of the Companies Act and Secretarial Standards-2 (SS-2)  

• • Notice of general meeting shall be given at least 21 days prior to the conduct of meeting in the specified mode (as per Section 101 of the Companies Act, 2013 and Rule 18 of the Companies (Management & Administration) Rules, 2018) A shorter notice can be issued with the consent of not less than 95% of members entitled to vote as specified under Section 101 of the Companies Act, 2013.  

• • The Notice shall be sent to all the directors, members, and auditors of the company.  

• • The notice shall specify the day, date, time, full address of the venue, and include a statement on the business to be transacted.  

• • The General Meeting to be conducted for passing an ordinary Resolution for increase in Authorised Share Capital of the Company and for alteration of the capital clause in the Memorandum of Association of the Company

• • Listed companies shall disclose the outcome of the General Meeting to the Stock Exchange within 12 hours from conclusion of General Meeting [Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] and also on website of the Company within 2 working days from the date of passing of resolution for increase in authorised share capital and for consequent alteration in MOA/AOA. [Regulation 46 (3) of LODR 2015]. The listed entity may provide the exact link to the webpage of each of the recognized stock exchanges where such information has already been made available by the listed entity.  

• • Voting results shall be submitted to the stock exchange within two working days from the conclusion of the General meeting. (Regulation 44 of the SEBI (LODR) Regulations, 2015).*

* Regulation 44(3) compliance has been made a part of Integrated Filing (Governance) now as per Circular on Ease of Doing Business for listed entities under LODR as per which Listed entities are now required to do Integrated Filing (Governance) with the Stock Exchange for Statement on redressal of investor grievances (under Reg 13(3)),Compliance  Report  on Corporate Governance(under Reg. 27(2)(a)), Reconciliation of Share Capital &AR(reg 76 of DP reg), Meeting of shareholders and voting (reg 44(3)) of LODR within 30 days of the end of Quarter  

• • Minutes of meeting shall be prepared & signed as specified.  

Post Alteration Requirements 

• • Where a company alters its share capital the notice of such alteration (Increase in authorised share capital) shall be filed by the company with the Registrar in Form No. SH-7 within 30 days of such alteration along with the requisite fee and following documents:

• • CTC of resolution for increase in authorised share capital
  • Altered MOA (linked)
  • Altered AOA (linked)
  • Consent for shorter notice, if applicable

 [Section 64(1) of Companies Act 2013 read with Rule 15 of the Companies (Share Capital and Debentures), 2014]. 

• • As per Companies (Share Capital and Debentures) Amendment Rules 2023 dated 20^th January 2023, MCA has notified that MOA and AOA are now not required to be attached separately but linked with Form SH-7 in e-format.

• • Every alteration made in MOA and AOA of the Company shall be noted in every copy of the same. [Section 15 (1) of Companies Act, 2013]. 

• • If applicable, pay the e-stamp duty on the increased amount of the authorised share capital via MCA Portal.