28 March 2010
1) Change of registered office if has to be done within the city limits, will not require members approval. A Board resolution will suffice. If the regd office is to be moved out of the city limits, then members approval is required.
2) Change of present directors. Here again, it depends on the manner in which directors are changed. If the existing directors are resigning and new directors are appointed, then the easier route would be to appoint them as additional directors and then regularise them at the Agm. However, if the existing directors are to be removed and new directors to be appointed, then members resolution will come into play.
3) sale of our (I presume, current promoters') shareholding will not require members approval. The existing promoters can sell it subject to the restrictions, if any, laid down in the articles of association.
CAclubindia
