Ankur Steel Limited is a manufacturer of stainless steel. It had raised ₹400 crores through public issue of its equity shares for starting one more unit of steel manufacturing in Odisha. It has utilized ₹100 crores. Due

CS Executive · Company Law and Practice · PYQS · December 2023
Ankur Steel Limited is a manufacturer of stainless steel. It had raised ₹400 crores through public issue of its equity shares for starting one more unit of steel manufacturing in Odisha. It has utilized ₹100 crores. Due to reduction in customs duty on import of steel, imported steel from China are cheaper than its own manufacturing. Since there is no scope for growth and expansion in the existing business, management of the Company thought of utilizing remaining amount in software development business (including Artificial Intelligence) by adding a new object in the Company's its memorandum of association. As per the provisions of the Companies Act, 2013 can it do so? If no, what advise will you give to the company? If yes, then explain the various steps to be followed by the company.

Answer & Explanation:

According to Section 13(8) of the Companies Act, 2013 a company, which has raised money from public through prospectus and still has any unutilized amount out of the money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution is passed by the company and — The details in respect of such resolution shall also be published in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated and shall also be placed on the website of the company, if any, indicating there in the justification for such change. The dissenting shareholders shall be given an opportunity to exit by the promoters and shareholders having control in accordance with SEBI regulations. As per section 13(9), the Registrar shall register any alteration of the memorandum with respect to the objects of the company and certify the registration within a period of thirty days from the date of filing of the special resolution in accordance with section 13(6)(a). Therefore, the company will have to file copy of special resolution with ROC and ROC will certify the registration within a period of thirty days. As per section 13(10) No alteration made under this section shall have any effect until it has been registered in accordance with the provisions of this section. Thus, keeping in view the above provisions, yes, the company can add the object of software development business in its memorandum and utilize the available funds for the new business. However, it will have to comply with above requirements.

Topics: Company Law

Open in Interactive Practice Hub · Full Practice Hub · Chapter Weightage · More in this subject

Related Questions in this Topic