1. PROCEDURE TO INCREASE AUTHORISED SHARE CAPITAL
1. Board resolutions will have to be passed to:
• approve the increase in the authorised capital;
• approve the notice to hold a general meeting at which various resolutions are
to be passed;
• approve the draft of the various resolutions as follows: (i) to increase the
authorised share capital of the company - ordinary resolution; (ii) to amend
the company's memorandum of association - ordinary resolution; and iii) to
authorise the directors to issue shares up to the amount of the newly
increased shares - ordinary resolution; and
• approve the draft amended memorandum of association.
2. A General meeting will have to be called to approve and sign the various
resolutions above:
• For an ordinary resolution: holders of 51% of shares of the company will
need to approve / sign the resolution.
3. The following documents will need to be filed at Companies House within 15
days of date on resolutions:
a.) Copies of all the resolutions that have been passed and signed by the
relevant number of shareholders i.e. holders of 51% of shares of the
company for ordinary resolution.
b.) File with the ROC the notice of increase in authorized shre capital in e-
form 5 within 30 days of passing the resolution
BOARD RESOLUTION
The chairman informed the Board that Authorized Share Capital of the
Company is inadequate considering the various diversification activities
likely to be undertaken by the Company in the near future and proposed to

2. increase the Authorized Share Capital from Rs. ----------- to Rs.------------ by
creating -----------------Equity Shares of Rs. ---- each and ------------------
Preference shares of Rs.----- each. The chairman further informed the Board
that to enhance the share capital approval from the shareholders is also
required. Accordingly Shri-------------(name)------------(designation) was
authorize to take necessary steps for enhancing the share capital from Rs.----
---------- to Rs. ------------, and the following resolution were passed
“RESOLVED THAT pursuant to Section 16, 31, 94, 97 and other
applicable provisions, if any, of the Companies Act, 1956 the authorized
share capital of the company be increased from Rs. -----------to Rs.----------
by creating -----------------Equity Shares of Rs. ---- each and ------------------
Preference shares of Rs.----- each and that Clause V of the Memorandum of
Association and Clause-------of the Articles of Association be altered
accordingly.”
ORDINARY RESOLUTION TO BE PASSED AT THE ANNUAL
GENERAL MEETING
“RESOLVED THAT pursuant to Section 16, 31, 94, 97 and other
applicable provisions, if any, of the Companies Act, 1956 the authorized
share capital of the company be increased from Rs. -----------to Rs.----------
by creating -----------------Equity Shares of Rs. ---- each and ------------------
Preference shares of Rs.----- each and that Clause V of the Memorandum of
Association of the Company relating to Share Capital be and is hereby
altered by substitution in its place the following new Clause.”
Clause V
The Authorized Share Capital of the Company is Rs. ---------------------
divided into ------------------Equity Shares of Rs.---- each and-------------------
Preference Shares of Rs. ----- each.
Explanatory Statement

3. The present Authorized Capital of the Company is Rs.--------------------------.
It is proposed to increase the Authorized Capital to Rs.--------------------- in
the manner as set out in the Notice in Accordance with Section 94 of the
Companies Act, 1956. The increase of the Authorized Capital of the
Company is proposed to enable, at an appropriate time(s) as the Board may
hereafter decid the issue of further capital pursuant to proposals to issue
shares of the Company.
The alteration of Capital Clause of memorandum of Assosiation of the
Company is purely consequential in accordance with the provisions of
Section 16 of the Companies Act, 1956.
The Directors recommend the Resolution for approval of the members. None
of the Directors is in any way concerned or interested in the said Resolution.