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Amendment in aoa and moa

Ashish Kumar (Accountant) (24 Points)

22 April 2015

Hi,

I am a Director in a Private Limited Company and the Company was incorporated November 25, 2013 under the Companies Act, 1956. Now with the adoption of Companies Act, 2013, i would request someone to guide us on the process and steps to be followed for amending and adoption of AOA and MOA as per the new law.

A step-by-step approach will be much appericiated.

Regards

Ashish

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2 Replies

FCMA CS Pardeep Khaneja (M.Com, MBA, FCMA, CS) (363 Points)
Replied 23 April 2015

STEPS FOR ALTERATION IN ARTICLE OF ASSOCIATION:

STEP-I

Convene A Board Meeting: To alter the Article of association of Company By giving Notice of at least 7 days.

STEP: II

Hold the Board Meeting:

At the Board meeting, the given resolutions must be passed:-
Get Approval to Alteration in Article of Association and recommending the proposal formembers’ consideration by way of special resolution.
Fixing the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members.
Provisions of the Section 101 of the Companies Act 2013 provides for issue of notice of EGM in writing to below mentions atleast 21 days before the actual date of the EGM :
- All the Directors.
- Members
- Auditors of Company
The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.

STEP-III

Convene a general meeting:

Check the Quorum.
Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146).
Pass Special Resolution.[Section-114(2)]
Approval of Alteration in AOA.

STEP-IV

Filing and fees:

I) File FORM NO. MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) with the Registrar along with the requisite filing within 30 days of passing the special resolution, along with given documents:-

Certified True Copies of the Special Resolutions along with explanatory statement;
Copy of the Notice of meeting send to members along with all the annexure;
A printed copy of the Altered Article of Associations.

STEP-V

Follow up:

I) The Registrar shall then accordingly register the alteration and issue a certificate which will be the conclusive evidence that all the requirements with respect to the alteration have been duly complied with by the company.

II) The alteration shall be complete and effective only on the issue of certificate by the Registrar.

III) If the special resolution is not filed within 30 days from the date of passing of such Resolution, then additional fees will be levy as per Companies Act- 2013.

IV) Incorporate the alteration in every copy of the memorandum.

Note: As per Companies Act-2013 Ministry Prescribed new sets of Article of Association as per sections of Companies Act-2013. So it is advisable to adopt New sets of Article of Association of company at the time of Alteration in any Clause of Article of Association.

DRAFT

SAMPLE BOARD RESOLUTION FOR

Adoption of new set of Article of Associations of the Company

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed there under, consent of the Board of Directors of the Company be and is hereby accorded, subject to the approval of the Registrar of Companies, NCT of Delhi & Haryana and subject to the approval of Shareholders in General Meeting, to adopt new set of Article of Association of Company:

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. ABC, Director of the Company be and is hereby authorised, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form as return of appointment with the Registrar of Companies, NCT of Delhi and Haryana.”

SAMPLE SHAREHOLDERS RESOLUTION FOR:

Adoption of new set of Article of Associations of the Company

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof), the Articles of Association of the Company be and are hereby altered by replacing all the existing regulations 1 to 49 with the new regulations 1 to 93, a copy of which is annexed to the explanatory statement, be and is hereby adopted as new regulations of the Articles of Association of the Company.”

“FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. Sunil Khoria (DIN: 02874096), Director of the Company be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid Resolution along with filing of necessary E-forms with the Registrar of Companies, West Bengal.”

EXPLANATORY STATEMENT:

The Existing regulations 1 to 49 of the Articles of Association are replaced by the new set of regulations 1 to 93 and adopted as new set of Articles of Association. The modification in the Articles of Association is carried out to give effect to the provisions of the Companies Act, 2013. Consent of the shareholders by passing a Special Resolution is required in this regard. New set of regulations 1 to 93 of Articles of Association is attached herewith separately as Annexure A.