📌 Best Way to Add a New Director in GurukulGalaxy Pvt Ltd with ₹25 Lakh Investment
Adding a new director who is investing ₹25 lakh in the company requires:
1️⃣ Increasing Paid-Up Capital to accommodate the investment.
2️⃣ Issuing New Shares to the incoming director.
3️⃣ Appointing the New Director as per Companies Act, 2013.
4️⃣ Calculating Costs Involved (ROC Fees, Stamp Duty, Compliance Costs, etc.).
1️⃣ Step-by-Step Process to Add a New Director with ₹25 Lakh Investment
📌 Step 1: Decide the Capital Structure for Investment
Currently, the Paid-Up Capital is ₹1 Lakh (10,000 shares, ₹10 FV per share).
Since the new director is investing ₹25 Lakh, the company can:
✔ Issue 2,50,000 new shares at ₹10 Face Value (FV) → This increases Paid-Up Capital to ₹25 Lakh.
✔ Issue shares at a premium (e.g., ₹10 FV + ₹90 Premium = ₹100 per share) → This allows fewer shares while raising the same investment.
📢 Best Strategy: Issue shares at ₹100 per share to maintain control and raise funds efficiently.
- New shares issued = ₹25,00,000 ÷ ₹100 = 25,000 shares
📌 Revised Shareholding Structure (After Allotment):
| Director | Current Shares | New Shares (Investment ₹25L at ₹100 per share) | Total Shares (After Investment) |
|-------------|-----------------|---------------------------------|---------------------------|
| Rajesh Kumar | 9,900 | 0 | 9,900 |
| Ashwani | 100 | 0 | 100 |
| New Director (Investor) | 0 | 25,000 | 25,000 |
| Total Shares | 10,000 | 25,000 | 35,000 |
✅ This ensures control remains with existing directors while allowing the investor to enter.
📌 Step 2: Increase Authorized Capital (If Needed)
Currently, the Authorized Capital is ₹1 Lakh, which is insufficient for a ₹25 Lakh Paid-Up Capital.
Increase Authorized Capital to at least ₹50 Lakh to allow future expansion.
📌 ROC Compliance Steps:
✔ Board Resolution & Shareholder Approval (EGM)
✔ File SH-7 (For Authorized Capital Increase) with ROC
✔ Pay ROC Fees (Based on ₹50 Lakh Authorized Capital, ₹35,000 + GST)
📌 Step 3: Appoint the New Director
After increasing capital, the company must appoint the new director legally.
✅ Eligibility Check
✔ The new director must have a DIN (Director Identification Number).
✔ Should not be disqualified under Section 164 of the Companies Act, 2013.
✅ Filing Requirements for Director Appointment
✔ Hold a Board Meeting – Pass a resolution approving the director’s appointment.
✔ Consent from Director (DIR-2 Form) – New director must sign consent.
✔ File DIR-12 (Appointment of Director) with ROC – Within 30 days of appointment.
✔ Update MOA/AOA if necessary.
📌 Total ROC Filing Fees for Director Appointment (DIR-12): ₹300 – ₹600 (State Dependent).
📌 Step 4: Issue New Shares to the Investor (PAS-3 Filing)
Once the capital increase is approved:
✔ Allot the new shares (25,000 shares at ₹100 per share).
✔ File PAS-3 (Return of Allotment) with ROC within 30 days.
✔ Update Share Certificates & Shareholder Register.
📌 ROC Filing Fees for PAS-3 (₹25 Lakh Investment) ~ ₹2,500 + GST.
2️⃣ Cost Estimation for Adding a Director & Raising Investment
| Expense Type | Estimated Cost (₹) |
|----------------|------------------|
| ROC Fee for Increasing Authorized Capital (₹50L) | ₹35,000 + GST |
| Stamp Duty (Varies by State, Approx) | ₹5,000 – ₹10,000 |
| PAS-3 Filing Fee (For ₹25L Investment) | ₹2,500 + GST |
| DIR-12 Filing Fee (Director Appointment) | ₹300 – ₹600 |
| Legal/CA Fees (Documentation & Compliance – Optional) | ₹10,000 – ₹25,000 |
| Share Certificate Printing & Miscellaneous | ₹5,000 |
| Total Estimated Cost | ₹60,000 – ₹80,000 |
📢 Final Cost Estimate: ₹60,000 – ₹80,000 for full compliance & investment process.
3️⃣ Conclusion: Best Way to Add a Director with Investment
✔ Increase Authorized Capital to ₹50L → To allow future share issuance.
✔ Issue Shares at ₹100 (₹10 FV + ₹90 Premium) → To reduce dilution & raise ₹25L.
✔ Appoint the New Director via Board Resolution & ROC Filings (DIR-12).
✔ Ensure all ROC Compliances (SH-7, PAS-3, DIR-12) to avoid penalties.
✔ Estimated Cost: ₹60,000 – ₹80,000 including ROC Fees & Legal Compliance.
✅ This ensures smooth investment & legal director appointment. 🚀
Would you like help with drafting resolutions & ROC filings? 😊