Alteration of object cause

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Querist : Anonymous

Querist : Anonymous (Querist)

01 March 2011 Whether resolution for alteration of object clause of Memorandum of Association is required to be passed through Postal Ballot Resolution or can it be passed in Annual General Meeting or Extra Ordinary General Meeting?

Pls clarify urgently

CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Expert)
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01 March 2011 Yes required to be passed through postal ballot.

The Companies (Passing of the Resolution by Postal Ballot) Rules, 2001

3. Applications:-
These Rules shall be applicable to listed companies and in case of resolutions relating to such businesses as are specified under rule 4.

4. List of businesses in which the resolutions shall be passed through Postal Ballot.
(a)alteration in the Object Clause of Memorandum;
(b)alteration of Articles of Associations in relation to insertion of provisions defining private company;
(c)buy-back of own shares by the company under sub-section (1) of section 77A;
(d)issue of shares with differential voting rights as to voting or dividend or other wise under sub-clause (ii) of clause (a) of section 86;
(e)change in place of Registered Office out side local limits of any city, town or village as specified in sub-section (2) of section 146;
(f)sale of whole or substantially the whole of undertaking of a company as specified under sub-clause (a) of sub-section (1) of section 293;
(g)giving loans or extending guarantee or providing security in excess of the limit prescribed under sub-section (1) of section 372A;
(h)* election of a director under proviso to sub-section (1) of section 252 of the Act” ;
(i)* deleted w.e.f. 11/10/2001
(j)variation in the rights attached to a class of shares or debentures or other securities as specified under section 106.

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