PROCESS OF ALTERATION IN OBJECT CLAUSE
ALTERATION IN OBJECT CLAUSE
This Article contains the
procedure for change in Object
clause of the Company Under Companies Act, 2013 with
detailed documentation required. I hope this document would be of some help w.r.t.
professional workings. Memorandum of association is the charter of the company
and defines the scope of its activities. Memorandum of association defines the
relation of the company with the rights of the members of the company interest
and also establishes the relationship of the company with the members.
The Memorandum of Association (MOA) of a company has object
clauses that determine the
purpose and range of activities of a company. After
incorporation of a company, it may want to change object clause. This requires
alteration in the MOA of the company and section 13 of the Companies Act 2013
covers the same. Ever clause on the MOA can be altered (with the exception of
capital clause which requires an ordinary resolution to be passed) by passing a
special resolution as mentioned in section 13. We cover the basic process to
change the object clause of MOA of a company as per Companies Act 2013.
Chapter II Incorporation of Company and Matters Incidental Thereto
Provisions of the Companies Act, 2013: Section 13: Alteration of Memorandum.
Company can
alter its object clause by way of addition, deletion, modification,
substitution, or in any other way, only if it wants:
STEPS FOR
ALTERATION IN OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION:
STEP-I
Convene A Board Meeting: To alter the object clause in memorandum of association of
Company By giving Notice of at least 7 days.
STEP: II
Hold the Board Meeting:
ü At the Board meeting, the given resolutions must be passed:-
ü Get Approval to change in the objects clause and recommending the
proposal for members' consideration by way of special resolution.
ü Fixing the date, time, and venue of the general meeting and
authorizing a director or any other person to send the notice for the same to
the members.
ü Provisions of the Section 101 of the Companies Act 2013 provides
for issue of notice of EGM in writing to below mentions atleast 21 days before
the actual date of the EGM :
Ø
All the Directors.
Ø
Members
Ø
Auditors of Company
ü The notice
shall specify the place, date, day and time of the meeting and contain a
statement on the business to be transacted at the EGM.
STEP-III
Convene
a general meeting:
ü Check
the Quorum.
ü Check
whether auditor is present, if not. Then Leave of absence is Granted or Not.
(As per Section- 146).
ü Pass
Special Resolution.[Section-114(2)]
ü Approval
of Alteration in MOA & AOA.
STEP-IV
Filing
and fees:
I) File FORM NO. MGT-14 (Filing
of Resolutions and agreements to the Registrar under section 117) with the
Registrar along with the requisite filing within 30 days of passing the special
resolution, along with given documents:-
Ø Certified True Copies of
the Special Resolutions
along with explanatory statement;
Ø Copy of the Notice of meeting send
to members along with all the annexure;
Ø A printed copy of the Altered
Memorandum.
STEP-V
Follow
up:
I) The
Registrar shall then accordingly register the alteration and issue a certificate
which will
be the conclusive evidence that all the
requirements with respect to the alteration have been duly complied with by the
company.
II) The alteration shall be complete and effective only on
the issue of certificate by the
Registrar.
III) If
the special resolution is not filed within 30 days from the date of passing of
such
Resolution, then additional fees will be
levy as per Companies Act- 2013.
IV)
Incorporate the alteration in every copy of the memorandum.
Note: As per Companies Act-2013 Ministry Prescribed new sets of Memorandum
of Association as per sections of Companies Act-2013. So it is advisable to
adopt New sets of Memorandum of Association of company at the time of
Alteration in Object Clause of Memorandum of Association.
DRAFT
SAMPLE BOARD RESOLUTION FOR
Change in Object Clause of the
Company
“RESOLVED THAT pursuant to the
provisions of Section 13 and other applicable provisions, if any, of Companies
Act, 2013, (including any statutory modifications or re-enactment thereof, for
the time being in force), and the rules framed there under, consent of the Board
of Directors of the Company be and is hereby accorded, subject to the approval
of the Registrar of Companies, NCT of Delhi & Haryana and subject to the
approval of Shareholders in General Meeting, to append following sub clause (4)
after sub clause (3) of clause III (A) of the Memorandum of Association of
Company:
(4)
“To carry on the Manufacturing and Business ………………………………………….”
FURTHER RESOLVED THAT for
the purpose of giving effect to this resolution, Mr. ABC, Director of the
Company be and is hereby authorised, on behalf of the Company, to do all acts,
deeds, matters and things as deem necessary, proper or desirable and to sign
and execute all necessary documents, applications and returns for the purpose
of giving effect to the aforesaid resolution along with filing of necessary
E-form as return of appointment with the Registrar of Companies, NCT of Delhi
and Haryana.”
SAMPLE SHAREHOLDERS RESOLUTION FOR:
Change in Object Clause of the
Company
“RESOLVED
THAT pursuant to the provisions of Section 13 and other applicable provisions,
if any, of Companies Act, 2013, (including any statutory modifications or
re-enactment thereof, for the time being in force), and the rules framed there
under, consent of the shareholders of the Company be and is hereby accorded,
subject to the approval of the Registrar of Companies, NCT of Delhi &
Haryana, to append following sub clause (4) after sub clause (3) of clause III
(A) of the Memorandum of Association of Company:
(4)
“To carry on the Manufacturing and Business ………………………………………….”
Sir, very nice article.
ReplyDeleteWHAT DOES THE PRINTED COPY OF ALTERED MOA REFERS TO?
ReplyDeleteGreat share!
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