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Altratin of aoa and moa

Josmin Jose (CS ) (47 Points)

26 July 2012

dear frnds

what are the proceedure and rules for altration of AOA and object clause of MOa of a public company with regagd to roc

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6 Replies

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 27 July 2012

In case of altereation of alteration of Obect Clause of MOA or any provisoin of Articles of Association Special resolution is required to be passed in the General Meeting of the Company.

In case of Alteration of Situation Clause of MOA the permission of CLB is required.

In case of alteration of Name clauseo of MOA Special Resolution is required.

In case of other alteration of MOA the consent of shareholders may be taken by way of Ordinary Resolution.

In case of Listed Companies the alteratino of Object clause and Situation clause of MOA, the Consent of shareholder by way of Special Resolution is required that too through postal ballot.

Whereever Special Resolution is required form 23 is to be filed along with the Copy of Special Resolution, explanatory statements and altered copy of MOA/AOA.

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Josmin Jose (CS ) (47 Points)
Replied 28 July 2012

thanks

what are concequences of not conduting the 1st agm within 18 mnths?? nw it in 25th mnth after incorporation what are the solutions??? and statutory meeting a details also bcz its also not conducted. telll me the requirements for solve thease problems........... plzzzz

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 28 July 2012

Statutory Meeting is to be conducted only in case of public Company.

However, you can note the AGM in back dates otherwise you have to make good the default.

Josmin Jose (CS ) (47 Points)
Replied 30 July 2012

thank you sir

i have an another doubt, a public company doing business otherthan main object but it is mentioned in the other object. they want to intimate ROC about it. what we want to do. any need for altration of moa? bcz it is only specified in other object noy in main object

Regards

(Guest)

Following steps have to be taken by the company:—

(i) hold a Board meeting to consider and approving the matter/proposal for carrying specified business activities.

(ii) The Board shall also fix the date, time and place for holding a general meeting, approve the notice of the general meeting and explanatory statement and authorise to any director or secretary for issuance of notice to the members as per the requirement of the Act.

(iii) the proposal to start the new business will have to be approved by the members by way of a special resolution.

Where the special resolution could not be passed at the general meeting, the company is required to be approved the proposal by passing an ordinary resolution and shall require to make an application to the Central Government requesting for according permission to the commencement of new business.

(iv) File e-Form 23 as desired by section 192 with the certified copy of the special resolution with explanatory statement.

(v) File a declaration in e-Form 20A electronically and a stamped copy be submitted simultaneously to the Registrar of Companies on the stamp paper to the effect that the provisions of section 149(2A) sub-clause (i) have been complied with.