Adoption of New set of articles
This query is : Open
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
1) Hold BM approving the text of the new articles and pass resolutin for the same. Approve notice of AGM/EGM for teh same.
Resolution to state that existing AOA be replaced by the following AOA
2) Hold AGM / EGM and pass the resolution
3) File Form 23 with new set of MOA+AOA
Resolution to state that existing AOA be replaced by the following AOA
2) Hold AGM / EGM and pass the resolution
3) File Form 23 with new set of MOA+AOA
27 July 2010
Listing compliances - No specific compliance for change of AOA
27 July 2010
is it neccessary to type d whole aoa in egm resolution
27 July 2010
Yes. If the AOA is to be replaced by new set of AOA.
Even if small changes are required, they have to be given specifically - clause-wise
Even if small changes are required, they have to be given specifically - clause-wise
27 July 2010
but i am completely adopting new AOA
can u give me the explanatory statement.
can u give me the explanatory statement.
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.”
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.”
Message likes :
1 times
27 July 2010
Thanks you Sir but can u give the draft of Explanatory Statement.
You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now
Click here to login now
Similar Resolved Queries
Unanswered Queries
- Is this income indian or foreign income?
- ITC temporary reversal and reclaim
- Applicable TDS rate for sale of property in Nov 2024
- Inventory of finished goods
- Sale of property furniture sale
- REGARDING 25 AS DATE OF PAYMENT AND DATE OF BOOKING
- Quiery in relation to GST liability in case of an advocate who has obtained GST registration.
- Confusion around Form 26QB fields
- Tds on building rent monthly
- Can we claim ITC of Feb-2024 in the month of November-2024 which was not claimed by oversight
- Clarification on Documentation of Paid-Up Capital Contribution by Directors
- TDS under section and rate of TDS
- TDS under section 194Q and TCS under section 206C
- GST input on car insurance and repairs
- GST input on Diwali gift to employee
- GST input on Mobile Handset
- Material and freight in same invoice
- TDS under section 194J inclusive of reimbursement of expenses
- Should I be worried about and rectify reporting Jan,Feb ,March 2024 foreign salary in schedule FA?
- BUYING PROPERTY COULD NOT FILE 26QB
Trending Online Classes
CAclubindia
