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Step-by-Step Plan: Raising ₹20 Crore While Retaining 80% Control

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This step-by-step approach ensures that you:
✔️ Raise ₹20 crore at ₹100 crore valuation
✔️ Retain at least 80% control as a founder
✔️ Legally structure ₹50 lakh personal investment properly
✔️ Comply with MCA and ROC regulations


📌 Step 1: Your Company’s Current Status

AspectCurrent Status
Year of Incorporation2016
Authorized Share Capital₹1 lakh
Paid-Up Capital₹1 lakh
Current Valuation (Estimated)₹100 crore
Bank Balance₹5 lakh
Fundraising Target₹20 crore
Desired Founder ControlAt least 80%
Immediate Founder Investment₹50 lakh

📌 Step 2: Key Challenges That Need to Be Addressed

🚨 Problems Identified:

Problem 1: Authorized Share Capital is too low (₹1 lakh) to issue ₹20 crore worth of shares.
Problem 2: You need to structure ₹50 lakh personal investment before external investors join.
Problem 3: If you directly issue ₹20 crore worth of shares, founder control may drop below 80%.
Problem 4: Company does not have ₹100 crore in bank assets, so valuation justification is required.
Problem 5: Right Issue can be considered to raise funds from existing shareholders before external investors.


📌 Step 3: Action Plan to Solve These Issues

🔹 Phase 1: Increase Authorized Share Capital (NO Money Required)

Since your Authorized Capital is ₹1 lakh, you cannot issue ₹20 crore worth of shares unless you increase it first.

Increase Authorized Capital to ₹10 crore (not ₹100 crore yet).
This ensures flexibility without unnecessary compliance costs.

How to Increase Authorized Capital?

1️⃣ Board Meeting – Pass a resolution for an increase in Authorized Share Capital.
2️⃣ EGM (Extraordinary General Meeting) – Get shareholder approval.
3️⃣ File SH-7 & MGT-14 with MCA – Officially update the MOA.

📌 After This Step:

  • New Authorized Capital: ₹10 crore
  • Paid-Up Capital Remains ₹1 lakh

🔹 Phase 2: Structuring ₹50 Lakh Founder Investment

Since the company needs money immediately, you can invest ₹50 lakh properly using one of these methods:

MethodProsCons
Equity Investment (Buying New Shares at ₹10 per share)✅ Increases founder ownership officially❌ Minor dilution when issuing new shares
Convertible Loan (CCD / CCPS)✅ Converts to equity later, allowing flexibility❌ Needs proper agreement
Director Loan to Company✅ Simple, repayable❌ No ownership increase

📌 Recommended:
1️⃣ Issue New Shares at ₹10 per Share (before valuation increase).
2️⃣ You get 5 lakh new shares for ₹50 lakh.
3️⃣ This ensures founders hold a strong position before external investors join.

After Founder Investment:

AspectBeforeAfter ₹50L Investment
Authorized Capital₹10 lakh₹10 crore
Paid-Up Capital₹1 lakh₹50.01 lakh
Founder Shareholding10,000 shares5,10,000 shares
Total Shares10,0005,10,000

📌 Now, the founder has majority shares before new investors join.


🔹 Phase 3: Consider a Rights Issue Before External Investment

A Rights Issue can be an alternative way to raise funds from existing shareholders first.

Pros of Rights Issue:

✔️ Gives founders a chance to invest first before external investors join.
✔️ Helps raise money without diluting founder control significantly.

Cons of Rights Issue:

❌ If founders & existing shareholders do not have enough money, then it may not work.
❌ If the company needs quick money, Rights Issues can take 30+ days.

📌 Recommended Action:
1️⃣ Offer Rights Issue at ₹50 per share to founders and existing shareholders.
2️⃣ Founders invest ₹50 lakh via the Rights Issue instead of direct purchase.
3️⃣ If all shares are not subscribed, they can be offered to external investors.


🔹 Phase 4: Raise ₹20 Crore from External Investors

After securing founder control, issue new shares for ₹20 crore at ₹100 crore valuation.

How to Structure the Investment?

1️⃣ Pre-Money Valuation: ₹100 crore
2️⃣ Investment Amount: ₹20 crore
3️⃣ Post-Money Valuation: ₹120 crore
4️⃣ Investor Equity Required: (20120)×100=16.67%\left(\frac{20}{120}\right) \times 100 = 16.67\%

5️⃣ New Shares to Be Issued:

  • Share Price (Based on Valuation): ₹1,000 per share
  • New Shares Issued to Investors: ₹20,00,00,000₹1,000=2,00,000 new shares\frac{₹20,00,00,000}{₹1,000} = 2,00,000 \text{ new shares}

🔹 Phase 5: Final Shareholding Structure

ShareholderShares Before InvestmentNew Shares IssuedFinal SharesFinal % Holding
Founders (After ₹50L Investment)5,10,00005,10,00080.5%
Investors (New ₹20 Cr Investment)02,00,0002,00,00019.5%
Total5,10,0002,00,0007,10,000100%

📌 Founders successfully retain 80.5% ownership. 🚀


📌 Step 4: Legal Compliance & MCA Filings

Steps for Founder Investment (₹50L)

Board Meeting & Shareholder Approval – For issuing shares.
File PAS-3 (Return of Allotment) – With MCA after issuing shares.
Update Register of Members & Share Certificates.

Steps for ₹20 Crore External Investment

Board Resolution – Approve the new investor funding.
Shareholder Approval (EGM) – If required.
Offer Letter to Investors (PAS-4) – Inform investors about share issuance.
Investment Money Deposited in Company Bank Account.
File PAS-3 (Return of Allotment) with MCA.
Issue Share Certificates to Investors.


📌 Final Summary: Your Optimized Plan

StepActionWhy?
Step 1Increase Authorized Capital to ₹10 croreAllows issuing more shares for investment.
Step 2Founder invests ₹50 lakh via Rights IssueStrengthens founder control before external investors join.
Step 3Raise ₹20 crore from investors at ₹1,000 per shareEnsures investors get 19.5%, founders retain 80.5%.
Step 4MCA Compliance (SH-7, MGT-14, PAS-3, PAS-4)Legal compliance for share issuance.

📌 Would you like draft resolutions & MCA filing templates? 😊

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