1
Increase Authorized Share Capital

Legal Basis

  • Section 48 – Companies Act, 1994
  • Section 88(1) – Special Resolution
  • RJSC Form VIII (Special Resolution)
  • RJSC Form IV (Increase of Share Capital)

Procedure

  1. Hold Board Meeting to propose authorized capital increase
  2. Call an Extraordinary General Meeting (EGM)
  3. Pass Special Resolution to amend MoA capital clause
  4. Update MoA & AoA
  5. File Form VIII and Form IV with RJSC

2
Decide Mode of Raising Paid-Up Capital

A private company may raise capital through:

👥

Rights Issue

🤝

Private Placement

💱

Loan to Equity

🎁

Bonus Shares

Step 3: Capital Raising Methods

3A: Rights Issue (Existing Shareholders)

Legal Basis

  • Section 155–159 – Companies Act, 1994
  • RJSC Form XV (Return of Allotment within 60 days)

Process

  1. Board Meeting to approve rights issue
  2. Issue offer letter to existing shareholders
  3. Collect share subscription
  4. Board approves allotment
  5. File Form XV

3B: Private Placement (New Investors)

Legal Basis

  • Section 155–159
  • Form XV

Process

  1. Board Meeting to approve new investor allotment
  2. Valuation (recommended)
  3. Investor subscription & payment
  4. Board approves allotment
  5. File Form XV

3C: Conversion of Loan into Equity

Legal Basis

  • Companies Act general power
  • Form XV (RJSC)

Process

  1. Board Meeting approves conversion
  2. Shareholder approval in EGM
  3. Adjust loan to share money
  4. Approve allotment
  5. File Form XV

3D: Bonus Shares (Capitalization of Reserves)

Legal Basis

  • Section 60 – Companies Act
  • Form XV

Process

  1. Check sufficient audited reserves
  2. Board approval
  3. Shareholder approval
  4. Convert reserves to capital
  5. File Form XV

4
Update Share Register

Legal Basis

  • Section 32 & 38 – Register and Certificates

Maintain updated share register showing all shareholders, their holdings, and issue share certificates to new/existing shareholders as per allotment.

5
RJSC Filings

📝 Required Forms & Timeline

Form IV – Increase of Authorized Capital (15 days)
Form VIII – Special Resolution (15 days)
Form XV – Allotment of Shares (60 days)
Form XII – Change of Directors (if applicable)

📊Process Summary

1

Increase authorized capital if needed

2

Board meeting

3

EGM (if required)

4

Subscription/payment

5

Board approval of allotment

6

RJSC Form XV filing

7

Update share register & issue certificates