change in object clause

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Querist : Anonymous

Querist : Anonymous (Querist)

23 March 2011 Plz send me procedure and specimen of doc. and resolutions required for change in object clause of MOA.

Jayashree S Iyer

Jayashree S Iyer (Expert)
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24 March 2011 REASONS FOR WHICH THE OBJECT CLAUSE OF MEMORANDUM CAN BE ALTERED OR THE REGISTERED OFFICE CAN BE SHIFTED FROM ONE STATE TO ANOTHER–

1) TO CARRY ON ITS BUSINESS MORE ECONOMICALLY OR MORE EFFICIENTLY; OR
2) TO ATTAIN ITS MAIN PURPOSE BY NEW OR IMPROVED MEANS;
3) TO ENLARGE OR CHANGE THE LOCAL AREA OF ITS OPERATIONS; OR
4) TO CARRY ON SOME BUSINESS WHICH UNDER EXISTING CIRCUMSTANCES MAY CONVENIENTLY OR ADVANTAGEOUSLY BE COMBINED WITH THE BUSINESS OF THE COMPANY; OR
5) TO RESTRICT OR ABANDON ANY OF THE OBJECTS SPECIFIED IN THE MEMORANDUM; OR
6) TO SELL OR DISPOSE OF THE WHOLE OR ANY PART OF THE UNDERTAKING OR OF ANY OF THE UNDERTAKINGS OF THE COMPANY; OR
7) TO AMALGAMATE WITH ANY OTHER COMPANY OR BODY OF PERSONS.

PROCEDURE FOR ALTERATION OF OBJECT CLAUSE IN MEMORANDUM OF ASSOCIATION –

1) Hold a Board Meeting to decide about the change and to fix the date, time and venue for a General Meeting to pass s special resolution for altering the object clause of memorandum.
2) Alteration can be made only on the grounds as mentioned in 17(1) (a) to (g).
3) Issue Notice of GM – 21 days notice in writing proposing the Special Resolution with Explanatory Statement as per Section 173(2)
4) Hold the GM and pass the SR by 3/4th majority subject to confirmation of the Company Law Board.
5) File form 23 with ROC – Attachments SR with Explanatory Statement and Altered MOA

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