Alteration of main objects clause

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

17 November 2012 hello all,

In a Pvt. Ltd company, we want to insert two new main objects which are not related to 1st main object. now if we number them as 2 & 3 then in incidental objects clause we need to number them as 3, 4 etc. is it also necessary to change this numbering after passing a resolution or director can sign such change in numbering?
can we add 1a, 1b even if the objects are different?

Ajay Mishra

Ajay Mishra (Expert)
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18 November 2012 Hi

Yes you can add 1a and 1b as new objec clauses. There is no restriction under the Act for doing so.

For more details go to the following link:

https://www.caclubindia.com/share_files/procedure-for-insertion-of-new-object-clause-33244.asp#.UKiCWOSE2Jw

Ajay Mishra

Ajay Mishra (Expert)
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18 November 2012
PROCEDURE FOR INCLUSION OF NEW BUSINESS CLAUSE IN THE MOA

In case the proposed new business activities are not covered by any of the objects included in the Memorandum of Association, the Company, the Company has to first amend its object clause of the MOA by inclusion of the proposed object in its Main Objects or Other Objects of the Company as it consider appropriate.
The Company shall comply with the requirement of sections 17 and 18 of the Companies Act, 1956 for amendment in the Object Clause of the MOA. Special care in this respect should be taken by the company as discussed below:
- Hold a Board Meeting to consider the matter and approve the proposal for acttying specified business activities as they may consider appropriate. The Board shall check the exact wording of the objects proposed for inclusion in the Object Clause of MOA and shall also fix the date, time and place for holding a general meeting, approve the notice of the General Meeting and explanatory statement and authorize to any director or secretary for issuance of notice to the members as per the requirement of the Act;
- The proposal to amend the object clause of the MOA will have to be approved by the members by way of special resolution.
- File e-Form-23 electronically containing the certified copy of SR with explanatory statement and with the fee as per Schedule X of the Act, to the ROC;
- File a declaration in e-form 20A electronically and a stamped copy be simultaneously submitted to the ROC on the non-judicial stamp paper of adequate value to the effect that the provisions of section 149(2A), sub-clause (i) have been complied with;
- It is absolutely necessary to get the certificate of registration of the special resolution from the ROC pursuant to section 18(1) of the Act within one month of filing.
The Certificate issued by ROC shall be conclusive evidence that all the requirements regarding the alteration in the MOA have been complied with and the MOA so altered shall be the MOA accordingly.

Querist : Anonymous

Querist : Anonymous (Querist)

18 November 2012 Thank you very much sir. added as clause 1A and 1B
now waiting for RoC approval.

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