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Notice of EGM for Increase in Authorised Share Capital
NOTICE OF EXTRAORDINARY GENERAL MEETING
________________
CIN: ________________
Registered Office: ________________
NOTICE is hereby given that an Extraordinary General Meeting (EGM) of the Members of the Company will be held as per the following details:
Day & Date: ________________
Time: ________________
Venue: ________________
to transact the following business:
SPECIAL BUSINESS:
Item No. 1: Increase in Authorised Share Capital of the Company
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 13, 61, and 64 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and subject to the provisions of the Memorandum and Articles of Association of the Company, the consent of the Members be and is hereby accorded to increase the Authorised Share Capital of the Company from:
Existing Authorised Share Capital: Rs. ________________/-
(Rupees ________________ only)
divided into () Equity Shares of Rs. ________________/- each
TO
Proposed Authorised Share Capital: Rs. ________________/-
(Rupees ________________ only)
divided into () Equity Shares of Rs. ________________/- each
by creation of additional () Equity Shares of Rs. ________________/- each, ranking pari passu in all respects with the existing Equity Shares of the Company.
RESOLVED FURTHER THAT pursuant to the aforesaid increase in the Authorised Share Capital, Clause V (Capital Clause) of the Memorandum of Association of the Company be and is hereby substituted with the following new Clause V:
"V. The Authorised Share Capital of the Company is Rs. ________________/- (Rupees ________________ only) divided into () Equity Shares of Rs. ________________/- each."
RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and is hereby authorised to file Form SH-7 and other necessary forms, applications, and documents with the Registrar of Companies, and to do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to this resolution."
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 1:
The Company proposes to increase its Authorised Share Capital to meet its future business requirements and expansion plans. The existing Authorised Share Capital of the Company is Rs. ________________/- divided into Equity Shares of Rs. ________________/- each.
It is proposed to increase the Authorised Share Capital to Rs. ________________/- divided into Equity Shares of Rs. ________________/- each, by creation of additional Equity Shares of Rs. ________________/- each.
Reason for increase: ________________
The Board recommends the Ordinary Resolution as set out in Item No. 1 of this Notice for approval by the Members.
Notes:
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself. A proxy need not be a member of the Company.
2. The instrument of proxy, duly completed and signed, must be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.
3. Members are requested to bring their copy of the Notice to the meeting.
By Order of the Board
For
Signature: _________________________
Name: ________________
Designation: ________________
Place: ________________
Date: ________________
Notice of EGM for Increase in Authorised Share Capital
Standard Notice Format for Extraordinary General Meeting (EGM)
Introduction
A Notice of Extraordinary General Meeting (EGM) for Increase in Authorised Share Capital is a formal communication sent to all shareholders of a company informing them about an upcoming general meeting convened to consider and approve the increase in the company's authorised share capital. Under the Companies Act, 2013, any increase in authorised share capital requires the approval of shareholders through a resolution passed at a general meeting.
The notice must be sent to all shareholders at least twenty-one clear days before the date of the meeting (or a shorter period if consented to by shareholders holding at least 95% of voting rights). It includes details such as the existing authorised capital, proposed new authorised capital, number and type of additional shares to be created, the proposed amendment to Clause V (Capital Clause) of the Memorandum of Association, and the explanatory statement stating the reasons for the proposed increase. Following approval, Form SH-7 must be filed with the Registrar of Companies.
Benefits of Using a Standard Format
Utilising a professionally drafted notice format ensures that all statutory requirements for convening an EGM are properly addressed. A ready-to-use template saves valuable time in meeting preparation, reduces the risk of procedural errors, and provides a consistent framework for communicating with shareholders. Standardised formats facilitate proper documentation and ensure compliance with corporate governance requirements.
Relevance to Capital Structure Changes
Following Company Registration, the authorised capital is fixed as per the Memorandum of Association. As the company grows and requires additional funding through fresh share issuance, the authorised capital may need to be increased. This increase must be within the limits permitted by the Articles of Association. After obtaining shareholder approval, Form SH-7 must be filed with the Registrar of Companies. Companies should also ensure their GST Registration and other statutory registrations are updated if there are any changes consequent to the capital restructuring.
Notice of EGM – Sample Format
________________________
(Name of the Company)
CIN: ________________________
Registered Office: ________________________
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE is hereby given that an Extraordinary General Meeting (EGM) of the Members of the Company will be held as per the following details:
- Day & Date: ________________________
- Time: ________________________
- Venue: ________________________
to transact the following business:
SPECIAL BUSINESS:
Item No. 1: Increase in Authorised Share Capital of the Company
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to Sections 13, 61, 64 and other applicable provisions of the Companies Act, 2013 and the Companies (Share Capital and Debentures) Rules, 2014, and subject to the Memorandum and Articles of Association of the Company, the consent of the Members be and is hereby accorded to increase the Authorised Share Capital of the Company from:
- Existing Authorised Share Capital: Rs. ________________________/- (Rupees ________________________ only) divided into ________________________ Equity Shares of Rs. ________________________/- each
- TO
- Proposed Authorised Share Capital: Rs. ________________________/- (Rupees ________________________ only) divided into ________________________ Equity Shares of Rs. ________________________/- each, by creation of additional ________________________ Equity Shares of Rs. ________________________/- each, ranking pari passu in all respects with existing Equity Shares.
RESOLVED FURTHER THAT Clause V (Capital Clause) of the Memorandum of Association be substituted as follows:
"V. The Authorised Share Capital of the Company is Rs. ________________________/- (Rupees ________________________ only) divided into ________________________ Equity Shares of Rs. ________________________/- each."
RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and is hereby authorised to file Form SH-7 and all necessary documents with the Registrar of Companies to give effect to this resolution."
EXPLANATORY STATEMENT PURSUANT TO SECTION 102
Item No. 1: The Company proposes to increase its Authorised Share Capital to meet future business requirements and expansion plans. Existing Authorised Share Capital: Rs. ________________________/- divided into ________________________ Equity Shares of Rs. ________________________/- each. Proposed increase: Rs. ________________________/- divided into ________________________ Equity Shares of Rs. ________________________/- each, by creation of additional ________________________ Equity Shares of Rs. ________________________/- each.
Reason for increase: ________________________ (e.g., Business expansion / Working capital requirements / Investment opportunities)
Notes:
- A member entitled to attend and vote may appoint a proxy. A proxy need not be a member of the Company.
- The instrument of proxy must be deposited at the Registered Office at least 48 hours before the meeting.
- Members are requested to bring their copy of the Notice to the meeting.
By Order of the Board
For ________________________ (Name of the Company)
Signature: __________________________
Name: __________________________
Designation: __________________________ (Director / Company Secretary)
Place: __________________________
Date: __________________________
Frequently Asked Questions
1. Are details mentioned in the EGM notice the same as the members' resolution?
Yes, the core details regarding the increase in authorised share capital in the EGM notice are the same as in the resolution passed by members. The notice contains the proposed resolution which, when approved, becomes the members' resolution.
2. Is the signature of all directors mandatory?
No, only a single authorised person (Director or Company Secretary) signs the notice. The notice is issued 'By Order of the Board'.
3. Should the EGM notice be on company letterhead?
Yes, issuing the notice on official letterhead ensures authenticity, compliance with statutory requirements, and proper corporate records.
4. Does the notice need professional certification?
No, the notice itself is signed by a Director or Company Secretary. However, Form SH-7 filed after approval requires certification by a practising professional.
5. Is the EGM notice mandatory for MCA Form SH-7?
Yes, the notice along with the resolution passed forms part of attachments required when filing Form SH-7 with the Registrar of Companies.