09 June 2011
Our company is limited company and engaged in Agriculture activity's but how we want to add construction object in its object. So can we add such object and what is procedure for the same.- its Urgent
13 June 2011
Issue Relates to "Alteration in the object clause".
The alteration of object clause requires passing of a special resolution, however if the company is a listed company, it needs to be passed by special resolution through the process of postal ballot and confirmation by the Registrar of Companies.
Procedure--
1) Convene a Board Meeting and pass board resolution for Change Change in object clause and calling of General Meeting.
2) On due date hold General Meeting and pass the Special Resolution.
3) Section 18(1) of the Companies Act, 1956 provides that a company shall file a special resolution passed by the company in e-Form 23 electronically along with a certified copy of the altered Memorandum of Association and explanatory statement sent to the members for alteration in object clause within one month from the date of such resolution, with the Registrar of Companies.
The Registrar shall register the same and issue a certificate to that effect under his hand within one month from the date of filing of such document.
As per provisions of section 18(2) of the Companies Act, 1956, the certificate issued by the Registrar to that effect shall be conclusive evidence that all the requirements of this Act with respect of alteration have been complied with and the Memorandum so altered shall be the Memorandum of Association of the company.
14 June 2011
Your Case Insertion of object clause--
Specimen of Special Resolutions for alteration in objects clauses
For insertion of additional object Clause No. III(A) RESOLVED THAT pursuant to section 17 (1) of the Companies Act, 1956 and other applicable provisions of the Act, if any, the Objects Clause IIIA (Main Objects) of the Memorandum of Association of the Company be and is hereby altered by inserting the following New Objects 3 after the existing Clause 2 and renumber accordingly:
3. To lay out, develop, construct, build, erect, demolish re-erect, alter, re-model or do any other work in connection with any building scheme roads highways, docks, ships sewers, bridges, canals, wells, springs, multistoried buildings, power plants, wharves, ports, reservoirs' embankments, tramways, irrigation improvements, sanitary, water, gas electric light, telephonic and power supply works or any other structural or architectural work of any kind whatsoever and for such purpose to prepare estimates designs, plants specifications, or models and do such other or any act that may be requisite thereof & to purchase, acquire, take on lease, or in exchange or in any other lawful manner any other land, building multi-storied structures and to turn to the same into real estate, account develop the same and dispose of or maintain the same or to maintain the same and to build townships, markets, or other building or convenience thereon and to equip the same or any part thereof with all any amenities or conveniences, drainage facility electric telegraphic, telephonic, televisions and to deal with same in any manner whatsoever.
Explanatory Statement In view of encouraging measures taken by the Central Government to liberalize the Economy and in order to diversify into certain new business ventures, Your Directors have been considering various proposals for diversifying the company's activities into construction.
The alteration in the Objects Clause of the Memorandum of Association as set out in the Resolution is to facilitate diversification. This will enable the company to carry on its business economically and efficiently and the proposed activities can be, under the existing circumstances, conveniently and advantageously combined with the present activities of the company. This will also enlarge the area of operations of the company.
Pursuant to section 17(1) of the Act, the above said proposal requires only the consent of the Members by way of Special Resolution.
The Directors recommend this Resolution for approval of the shareholders by Postal Ballot.
None of the Directors of your company is concerned or interested in this Resolution.
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