27 July 2010
Please can any one help me with the procedure for Adoption of New set of articles and the draft resolutions & Explanatory statement. company wants tom comply with the requirements of BSE & NSE.
27 July 2010
As per my understanding there is no need to mention entire article in the EGM notice. Kindly refer the resolution below:
ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY
“RESOLVED THAT pursuant to Section 31 and other applicable provisions of the Companies, 1956 existing Articles 1 to 62 of the Articles of Association of the Company be and is hereby deleted and substituted by a new set of Articles 1 to 137.
RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorized on behalf of the Board of Directors to do all such acts, deeds and things as may be required or deemed expedient to implement this resolution.”
However in the board meeting this resolution should be presented with following insertions:
“RESOLVED THAT pursuant to Section 31 and other applicable provisions of the Companies, 1956 and subject to the approval of members in the general meeting, consent of the board be and is hereby accorded to substitute the existing Articles 1 to 62 of the Articles of Association of the Company by a new set of Articles 1 to 137, initialed by the Chairperson of the meeting for the purpose of identification, as per enclosed Annexure ‘A’.”
RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorized on behalf of the Board of Directors to do all such acts, deeds and things as may be required or deemed expedient to implement this resolution.”
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