1. Call a Board meeting for proposed change in object clause. 2. Hold a Board meeting for passing following resolutions:
a. Alteration of object clause of by insertion of new object of MOA b. Fixing date time place for general meeting for approving the above resolution by shareholders. c. approval of draft notice of general meeting. d. Authorisation for filing forms with MCA. 3. Hold a general meeting for passing above resolutions. 4. File Form-23 with MCA with in 30 days from passing of shareholders resolutions. 5. Get certificate from ROC for change of object clause of the company
03 October 2013
Carrying out new business activities covered under the other object clauses Where an existing public limited company proposes to take up a new business, which is covered in the "other objects" of the Memorandum in the case of a company formed on or after 15-10-1965 or covered in the object clause of a company formed before 15-10-1965, the said business can be undertaken by the company only after the proposal is approved by the members by a special resolution.
The said business will be considered as a new business, in the case of a company existing prior to 15-10-1965 only when the new business is not germane to the business, which the company was carrying on at that time.
For the purpose of obtaining approval by way of special resolution the following steps have to be taken by the company:—
(i) hold a Board meeting to consider the matter and approve the proposal for carrying specified business activities as they may consider appropriate. The Board shall check the exact wording of the other objects proposed for take up 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 authorise to any director or secretary for issuance of notice to the members as per the requirement of the Act.
(ii) the proposal to start the new business will have to be approved by the members by way of a special resolution.
Where the special resolution could not be passed at the general meeting, the company is required to be approved the proposal by passing an ordinary resolution. In that event the company shall require to make an application to the Central Government explaining the position and requesting for according permission to the commencement of new business. As no Form is prescribed for such purposes, the company may apply on simple paper stating with full ground and justification along with the fees as in Companies (Fees on Applications) Rules, 1999. After receipt of the approval of the Government, file the declaration in e-Form 20A electronically to the Registrar of Companies.
(iii) File e-Form 23 electronically containing the certified copy of the special resolution with explanatory statement and with the fees as per Schedule X of the Act, to the Registrar of Companies.
(iv) File a declaration in e-Form 20A electronically and a stamped copy be submitted simultaneously to the Registrar of Companies 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.
However, section 149 does not apply to a private company.
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