Change in main object clause

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naresh (Querist)
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26 September 2014 Can any one please provide me the Notice, Explanatory Statement format & special Board resolution as per new Companies Act, 2013 for change in main objects.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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26 September 2014 Specimen Special Resolution

“RESOLVED THAT in accordance with the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013,(the "Act") (including any statutory modifications or re-enactment thereof, for the time being in force), the Memorandum of Association of the Company, Listing Agreement entered into by the Company with the BSE Limited & National Stock Exchange of India Limited where
the shares of the Company are listed, the guidelines, regulations, circulars and clarifications issued by the Government of India (GOI), Securities and Exchange Board of India (SEBI) and any other statutory or regulatory authorities and subject to all necessary approvals,consents, permissions and/or sanctions as may be necessary and subject to any such conditions and modifications as may be prescribed or
imposed by any one or more of them while granting any such approvals, consents, permissions or sanctions agreed to by the Board of Directors of the Company (the ‘Board’ which term shall be deemed to include any Committee which the Board may have constituted or hereafter constitute for the time being exercising the powers conferred on the Board by this resolution), the consent of the Company be and is hereby accorded for alteration of the Main object clause of the Memorandum of Association of the Company by substituting existing
Clause _____________in Memorandum of Association by following clause:

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to undertake all such acts, deeds, matters and things to finalise and execute all such deeds, documents and writings as may be deemed necessary, proper, desirable and expedient in its absolute discretion, to enable this resolution, and to settle any question, difficulty or doubt that may arise in this regard.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to delegate all or any of the powers conferred on it by or under this Resolution to any Committee of Directors of the Company or to any Director of the Company or any other officer(s) or employee(s) of the Company as it may consider appropriate in order to give effect to this Resolution.”

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Your Company is engaged in _____________________________. In order to
rationalize and enlarge the main object clause in line with Schedule VI of the Companies Act, 2013, your Directors proposed to alter existing Object (1) under ________________ of the Memorandum of Association of the Company. The alteration of the Main object clause of the
Memorandum of Association of the Company needs approval of shareholders of the Company. Further, revised set of Memorandum of Association after incorporating above amendment as approved by the Board is available for inspection at the Registered Office of the Company on all working days, except Saturdays, between ___________ a.m. and ___________p.m.

None of the Directors, Key Managerial Personnel of the Company or their relatives are deemed to be interested or concerned in the said Special Resolution.

The Board of Directors of the Company recommends the Resolution to be passed as a Special Resolution as set out in Item No. ___ of the accompanying Notice for approval of the members

Ankur Garg

Ankur Garg (Expert)
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27 September 2014 Also refer the link below for detailed procedure and related drafting:

https://www.caclubindia.com/articles/procedure-for-change-in-object-clause-of-the-company-21251.asp#.U_651aNqOZQ

Thanks

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