Specify the attraction of specific section

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Preety Gupta (Querist)

28 December 2010 dear all,
please can anyone reply,

which section will be attracted for alteration of the object clause of a listed public company? will it be via.,
confirmation of CLB as per section 17 (1) of the companies act, 1956 or will it be via.,

section 192 A of the companies act, 1956?

udit sharma

udit sharma (Expert)

28 December 2010 Hi..

In the case of a Listed Company, the following provisions will have to adhered to alter the objects clause of the Memorandum of Association of the Company:

1. Pursuant to the provision of section 17 of the Companies Act, 1956 consent of the members by way of a Special Resolution has to be obtained for altering the Objects clause of the MOA of the Company,

2. As per Section 192A of the Companies Act, 1956 read with Rule 4 of the Companies (Passing of Resolution by Postal Ballot) Rules, 2001 every Listed Company intending to alter the Objects Clause of the MOA of the Company has to obtain the consent of the members necessarily by means of a Postal Ballot process.

Hence, section 17, section 192A read with Rule 4 of the Companies(Passing of resolution by Postal Ballot) Rules, 2001 will have to be complied with in case of a Listed Company.

Regards

CS Udit Sharma

udit sharma

udit sharma (Expert)

28 December 2010 Further continuing with my above answer, there is no need to approach CLB for altering the Objects Clause of the Company and this is required only in case the Registered Office of the Company is to be shifted from one State to another.

To alter the Objects Clause, only the approval of members by way of a Special Resolution is required.

Regards

CS Udit Sharma

Jayashree S Iyer

Jayashree S Iyer (Expert)

28 December 2010 Change in objects have to be approved by ROC. You need to file form 23 attaching therewith amended MOA, EGM notice, explanatory statement and resolution passed at EGM which need to be approved by ROC.

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