Adoption of New set of articles
This query is : Open
Pinal Darji
(Querist)
27 July 2010
Please can any one help me with the procedure for Adoption of New set of articles and the draft resolutions & Explanatory statement. company wants tom comply with the requirements of BSE & NSE.
27 July 2010
1) Hold BM approving the text of the new articles and pass resolutin for the same. Approve notice of AGM/EGM for teh same.
Resolution to state that existing AOA be replaced by the following AOA
2) Hold AGM / EGM and pass the resolution
3) File Form 23 with new set of MOA+AOA
Resolution to state that existing AOA be replaced by the following AOA
2) Hold AGM / EGM and pass the resolution
3) File Form 23 with new set of MOA+AOA
Pinal Darji
(Querist)
27 July 2010
is it neccessary to type d whole aoa in egm resolution
27 July 2010
Yes. If the AOA is to be replaced by new set of AOA.
Even if small changes are required, they have to be given specifically - clause-wise
Even if small changes are required, they have to be given specifically - clause-wise
Pinal Darji
(Querist)
27 July 2010
but i am completely adopting new AOA
can u give me the explanatory statement.
can u give me the explanatory statement.
Ankur Garg
(Expert)
27 July 2010
As per my understanding there is no need to mention entire article in the EGM notice. Kindly refer the resolution below:
ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY
“RESOLVED THAT pursuant to Section 31 and other applicable provisions of the Companies, 1956 existing Articles 1 to 62 of the Articles of Association of the Company be and is hereby deleted and substituted by a new set of Articles 1 to 137.
RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorized on behalf of the Board of Directors to do all such acts, deeds and things as may be required or deemed expedient to implement this resolution.”
However in the board meeting this resolution should be presented with following insertions:
“RESOLVED THAT pursuant to Section 31 and other applicable provisions of the Companies, 1956 and subject to the approval of members in the general meeting, consent of the board be and is hereby accorded to substitute the existing Articles 1 to 62 of the Articles of Association of the Company by a new set of Articles 1 to 137, initialed by the Chairperson of the meeting for the purpose of identification, as per enclosed Annexure ‘A’.”
RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorized on behalf of the Board of Directors to do all such acts, deeds and things as may be required or deemed expedient to implement this resolution.”
ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY
“RESOLVED THAT pursuant to Section 31 and other applicable provisions of the Companies, 1956 existing Articles 1 to 62 of the Articles of Association of the Company be and is hereby deleted and substituted by a new set of Articles 1 to 137.
RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorized on behalf of the Board of Directors to do all such acts, deeds and things as may be required or deemed expedient to implement this resolution.”
However in the board meeting this resolution should be presented with following insertions:
“RESOLVED THAT pursuant to Section 31 and other applicable provisions of the Companies, 1956 and subject to the approval of members in the general meeting, consent of the board be and is hereby accorded to substitute the existing Articles 1 to 62 of the Articles of Association of the Company by a new set of Articles 1 to 137, initialed by the Chairperson of the meeting for the purpose of identification, as per enclosed Annexure ‘A’.”
RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorized on behalf of the Board of Directors to do all such acts, deeds and things as may be required or deemed expedient to implement this resolution.”
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Pinal Darji
(Querist)
27 July 2010
Thanks you Sir but can u give the draft of Explanatory Statement.
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