vivek (CS) (751 Points)
21 July 2010Dear All,
A company incorporated ith the name ABC Creations Pvt. Ltd. dealing in elctronice component manufacturing, now it wants to pursue the business of Real Estate and Financial Consultancy mentioned in Other Object.
1. Is it posible?
2. What are the formalities?
3. Will ROC raise any problem because of the name?
4. Any other issue to be kept in mind?
Regards,
Jagruti (CS)
(Service)
(1953 Points)
Replied 21 July 2010
YOu can start the other project by passing the Board Resolution if pvt Company or by passing Special resolution incae of public company
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 21 July 2010
STARTING NEW BUSINESS ACTIVITIES COVERED UNDER THE OTHER OBJECT CLAUSES
An existing public limited company which proposes to take up a new business, which is covered in the "other objects" of the Memorandum can do so only after the proposal is approved by the members by a special resolution.
The said business will be considered as a new business, in the case of a company existing prior to 15-10-1965 only when the new business is not germane to the business, which the company was carrying on at that time.
PROCEDURE FOR STARTING NEW BUSINESS ACTIVITIES COVERED UNDER THE OTHER OBJECT CLAUSES
For the purpose of obtaining approval by way of special resolution the 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.
In the absense of any Form for such purposes, the company may apply on simple paper stating with full ground and justification along with the fees. After receipt of the approval of the Government, the company is required to file the declaration in e-Form 20A with ROC
(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.
Section 149 does not apply to a private company.
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 21 July 2010
For more info you are requested to refer the link mentioned below:
vivek
(CS)
(751 Points)
Replied 21 July 2010
It means in my case by pasing SR (being Pvt. Ltd.) and filing F23 we can do any business mentioned in Other Object Clause of MOA.
Regards,
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 21 July 2010
In your case no need to pass SR as section 149(2A) is not applicable to a private company.
Kindly refer the answer of learned member Jagruti.
Thanks
vivek
(CS)
(751 Points)
Replied 21 July 2010
Thanks for your kind replies, then it is a great comfort simply - passing Board Resolution and no other formality and filing too.
Regards,
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 21 July 2010
Yes it is indeed quite comfortable as long as required for a private company.
Neha Gupta
(PCS)
(377 Points)
Replied 22 July 2010
Hi..
After changing the main Objects i.e. ones the change in objects is approved br ROC you have to file Form 1A for changing the name of company along with the copy of Board Resolution for this effect. New name should is asociated with the main objects of the Company and after geting change name (Form 1A) approved by ROC you have to file Form 1B and Form 23 along with the Following documents:
1) Altered MOA and AOA
2) Extracts of EGM
3) Notice and Explanatory statement of EGM.
Regards
Neha Gupta
vivek
(CS)
(751 Points)
Replied 22 July 2010
Neha Gupta
(PCS)
(377 Points)
Replied 22 July 2010
Here in this case the main Business (Type/ Devision) of Companny is changing, so we have to apply for another name which is associated with the main objects of the Company.
Regards.
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 22 July 2010
If you are going to alter the object clause and include the same point into your Main Objects of MOA then you have also to apply for change of name which is to be associated with the main business of the Company as mentioned by Ms. Neha Gupta.
Secondly, if simply you have to start the business (continuing with the current business which is the main business) mentioned in the other object in the Object Clause then in my opinion, you should pass special resolution and then start new Business.
Harssh Golchaa
(Corporate Consultant)
(23 Points)
Replied 11 January 2011
Dear Mr. Ankur,
Hello, i want to ask a question. After complying the procedure by a unlisted public co. is it necessary to insert other object (which is going to be start) in main objects of the company if it is not the main object of the company.
Thanks & Best Regards
Harsh Golchha
CAclubindia
