Alteration in Memorandum of Association of the Company 1. Convene Board Meeting after giving notice to all the directors [Section 286] to discuss besides others the following matters.
· To consider and approve the proposal of altering the Memorandum of Association.
· To fix the date, time and place for convening the General Meeting of shareholders.
· Issue and despatch notices in writing at least 21 clear days before the date of the General Meeting [Refer Section for alteration] [Agenda].
2. Inform the Stock Exchange with which shares of the company are listed about the date of this meeting prior to the board meeting. [Clause 19 of the Standard Listing Agreement]
3. Inform the said Stock Exchange within 15 minutes of the board Meeting, of the outcome of the meeting by letter or fax.
4. Hold and convene the General Meeting and pass the [Special/Ordinary Resolution]
5. File the Special Resolution, if any, with Explanatory Statement in [E- Form No. 23] with the concerned ROC within thirty days.
6. Make the payment of requisite fees, fees can be paid through Credit Card / by cash / by cheque in favour of “MCA Collection Account ICICI Bank” at the prescribed rates. (Fee Calculator)
7. In case the shares of the Company are listed on Stock Exchange :
(1) File with the Stock Exchange six copies of the amendments made in the Memorandum of Association as soon as they are adopted by the Company in the General Meeting. One of the copies must be certified copy.
(2) Forward to the Stock Exchange promptly three copies of the notice and a copy of the proceedings of the General Meeting. [Clauses 31(c), (d) and 33 of the Standard Listing Agreement]
8. Note the alteration in all the copies of Memorandum of Association available with the company.
Reply given by Shri Ajay Mishra Ji is self-complete. Please follow the same and simultaneously go through Sections 16 to 24 of the Companies Act,1956. This will serve your purpose.
To change the name clause of the MoA,approval of the Central Govt. is necssary,unless the said change is due to conversion of a Public Ltd. Company into a Pvt. Ltd. Company or vice versa.The said provision is equally applicable to a Public Company as well as a Pvt. Ltd. Company.
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