Growing Ltd., a start up company with a total member base of 170 is thinking of an alteration in the objects clause to include new businesses holding potential in present times. Directors have convened a general meeting
CS Executive · Company Law · PYQS · December 2021
Growing Ltd., a start up company with a total member base of 170 is thinking of an alteration in the objects clause to include new businesses holding potential in present times. Directors have convened a general meeting to take shareholders' consent on this matter. In light of the relevant provisions of the Companies Act, help the directors to decide the right course of action.
Answer & Explanation:
According to section 13(1) of the Companies Act, 2013, a company may, by a special resolution and after complying with the procedure specified in this section, alter the provisions of its memorandum. It means that a company can change its objects by passing a special resolution. As per section 13(9) of the Act, 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). STEPS FOR ALTERATION IN OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION: STEP-I- Convene a Board Meeting by giving 7 days advance notice as per section 173 and SS-1. STEP - II - Hold the 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 fix day, date, time and venue for holding the general meeting of the Company for passing a special resolution as required by section 13 and to approve the draft notice of general meeting along with explanatory statement annexed to the notice as per requirement of the Section 102. STEP-III: Issue Notice of General Meeting: (Section 101) 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. STEP-IV: Hold General Meeting: (Section 101) 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 Act. After passing special resolution, file a certified copy of special resolution with the Registrar in form MGT-14 under Section 117 of the Act within 30 days of passing Special Resolution. The Process of alteration of the Object Clause shall be completed only when the alteration is registered by the ROC and a certificate to that effect is issued by the ROC.
Topics: Memorandum and Articles of Association
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