Form 23 , 1b, alteration of aoa

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Querist : Anonymous

Querist : Anonymous (Querist)

04 December 2012 Can anyone Please guide for Private Limited Company’s dates of Resolutions passed and alteration of AOA is necessary or not

Company has filed Form 1A and has attached Resolution copy with only one desired name dated 25/10/2012 and uploaded the same on 16/11/2012 further on 20/11/2012 Form was resubmitted with other 4 desire names and among that names 1 got approved on 22/11/2012 and on the next day Company has call and conducted EGM as all the shareholders (i.e. 4 ) of Pvt. Ltd Co. were agreed and ready to give their consent for shorter notice, therefore company has filed Form 23 & 1B accordingly.

Now both Form 1B & 23 are pending for clarification upto 27/12/2012 & 12/12/2012 with a remarks of not attaching copy of minutes of meetings, shareholder consent and copy of MOA & AOA , all the above things are ready but the problem is Article 8(b) of the company says “Provisions contained in Section 171 and 173 of the Act, shall not apply to the company.”

Now what will be the solution without passing more days :
Shall we alter our article and allow Section 171 to the company with back dated Notice & Resolution (if Possible)
Or
Wait upto 27/12/2012 & 12/12/2012 till E-Forms are treated as invalid and not taken on records.
Or
File 2nd time both the forms with 7 days notice i.e. without amending AOA and without waiting for E-Forms are treated as invalid and pay necessary Fees again

Ajay Mishra

Ajay Mishra (Expert)
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04 December 2012 Hi

Yes, you are violating the provisions. I will suggest you to contact the ROC official for the same.

Ajay Mishra

Ajay Mishra (Expert)
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04 December 2012

PROCEDURE FOR CHANGE OF NAME OF THE COMPANY:

1. Call a Board meeting for proposed change of name s and filing of Form1A.
2. Call another Board meeting after approval of Form-1A
3. Hold a Board meeting for passing following resolutions:
a. Change of name of the company
b. Alteration of Name Clause of MOA of the Company
c. Alteration of Name clause of AOA
d. Fixing date time place for general meeting for approving the above resolution by shareholders.
e. approval of draft notice of general meeting.
f. Authorisation for filing forms with MCA.
4. Hold a general meeting for passing above resolutions.
5. File Form-23 with MCA with in 30 days from passing of shareholders resolutions.
6. File Form-1B with ROC
7. Get certificate from ROC for change of name and object clause of the company

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Querist : Anonymous

Querist : Anonymous (Querist)

04 December 2012 THANK YOU SIR FOR QUICK RESPONSE,

I Have CONTACTED ROC Official regarding the same & they have informed me to Alter General Meeting Provision as Pvt Ltd Co is allowed to hold meeting in Shorter Period but my query is :-
1) shall i re-upload again without waiting for E-Forms are treated as invalid on MCA portal. Or
2)Alter AOA Provision i.e. of Section 171 with filing Form 23 back dated say oct,2012