Change in the Object Clause of the Memorandum

This query is : Resolved

CA Jay Trivedi (Querist)
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21 December 2010 A Private Limited has to add An Object in to main object by replacing it from the Ancillary objects.
So for that any Special Resolution required to passed in the General Meeting? OR If Company has passed Special Resolution in Board Meeting then it is sufficient for that?

Pls. Pls. give me sure answers.
Its urgent

Jayashree S Iyer

Jayashree S Iyer (Expert)
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21 December 2010 Special Resolution is required to be passed for changing the object clause of MOA as specified in Section 17(1) of the Companies Act, 1956.

Board resolution is not sufficient. As far as board resolutions are concerned there is no concept of special or ordinary resolution. OR / SR is applicable in case of General Meetings only.

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CA Jay Trivedi

CA Jay Trivedi (Querist)
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21 December 2010 But Mam I have a book of Shanbhogue,
In that they have specified that in case of private company the consent of the general meeting is not required. And as per the officer of ROC it is required. So i just got confused between that two.

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Jayashree S Iyer

Jayashree S Iyer (Expert)
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21 December 2010 No it's applicable in case of private companies as well.

Ankur Garg

Ankur Garg (Expert)
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21 December 2010 Agree with learned expert...

In case of amendment of MOA for change in object clause you have to take the route of special resolution in general meeting.

Also file for 23 to register special resolution with ROC with 30 days of passing.

Regards