Adoption of New set of articles

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Pinal Darji (Querist)
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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.

Rasesh

Rasesh (Expert)
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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

Rasesh

Rasesh (Expert)
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27 July 2010 Listing compliances - No specific compliance for change of AOA

Pinal Darji

Pinal Darji (Querist)
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27 July 2010 is it neccessary to type d whole aoa in egm resolution

Rasesh

Rasesh (Expert)
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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

Pinal Darji

Pinal Darji (Querist)
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27 July 2010 but i am completely adopting new AOA
can u give me the explanatory statement.

Ankur Garg

Ankur Garg (Expert)
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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.”

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Pinal Darji

Pinal Darji (Querist)
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27 July 2010 Thanks you Sir but can u give the draft of Explanatory Statement.

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