SPM Ltd. is engaged in the business of manufacturing of coins made of gold, silver and other precious metals. The company has not raised any money from the public. The company has recently imported the plating technology

CS Executive · Setting up of Business Entities and Closure · PYQS · June 2023
SPM Ltd. is engaged in the business of manufacturing of coins made of gold, silver and other precious metals. The company has not raised any money from the public. The company has recently imported the plating technology from Germany and it is desiring to enter into the business of manufacturing of ornaments, jewellery and souvenirs using the plating technology. However, the proposed business is not covered in the objects clause of Memorandum of Association (MOA) of the company. Advise the company the procedure to be followed by it for alteration of objects clause of MOA in accordance with the provisions of the Companies Act, 2013.

Answer & Explanation:

The following is the procedure to be followed by SPM Ltd. for alteration of Object Clause of Memorandum of Association (MOA) in accordance with the provisions of Companies Act, 2013: Board Meeting: Issue not less than 7 days' notice and agenda of Board Meeting, or a shorter notice in case of urgent business, in writing to every director of the company at his address registered with the company and call a Board Meeting to consider the proposal of alteration of objects clause of Memorandum of Association of company [Section 173(3)]. Resolutions at Board Meeting: To pass the Board Resolution for approving the proposed amendments to the objects clause of MOA of the company subject to the approval of shareholders in General meeting. To delegate authority to any one director of the company to sign, certify and file the requisite forms with ROC and to do all such acts and deeds as may be necessary to give effect to the proposed alteration. To fix day, date, time and venue for holding the general meeting of the Company for passing a special resolution as required by section 13. To approve the draft notice of general meeting along with explanatory statement annexed to the notice as per requirement of the Section 102. To authorize the Director or Company Secretary to sign and issue notice of the general meeting. General Meeting Notice: Send notice of the General meeting proposing the aforementioned special resolution to all the shareholders, directors, auditors and other persons entitled to receive it, by giving not less than clear 21 days' notice or shorter notice, if consent for shorter notice is given by at least 95% of members entitled to vote at such meeting, either in writing or through electronic mode in accordance with Section 101 of the Companies Act. Special Resolution: Hold a shareholders meeting on the date for the meeting and pass the Special Resolution for altering the object clause of Memorandum of Association by 3/4th majority in accordance with Section 114 (2) of the Companies Act, 2013. Special Resolution shall be passed by means of Postal ballot, if company has more than 200 members or the company has raised money from public through prospectus and still has any unutilized amount out of the money so raised. Minutes: Follow the procedure prescribed for preparing, signing and compiling of minutes of General Meeting. Filing with Registrar: After passing special resolution, file a certified copy of special resolution with the Registrar in form MGT-14 under Section 117 of the Companies Act, 2013 within 30 days of passing Special Resolution in general meeting along with the following attachments: Copy of Special Resolution passed along with explanatory statement; Notice for convening the General Meeting of the Company; Altered Memorandum of Association; Shorter Notice Consent Letters from the members in case the General Meeting was convened and held at a shorter notice; Any other attachment as may be considered as necessary in this regard. Registration by Registrar: The Registrar shall register the alteration of objects in Memorandum and certify the registration within a period of 30 days from the date of filing of the special resolution. [Section 13(9)] Noting Alteration: Every Alteration made in the memorandum of the company shall be noted in every copy of the Memorandum of Association. [Section 15(1)]

Topics: Company Law

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

Related Questions in this Topic