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Indranil (Chartered Accountant)     29 March 2012

Change in aoa- roc complaince??


Dear Friends,


What is the complaince with ROC for inserting a Borrowing Clause in the AOA?

Do i have to file only the insertiion clause or the whole AOA again?

whether form 23 is valid file enough?


Plz help,



 5 Replies

Anshu Shrivastava

Anshu Shrivastava (company secretary)     29 March 2012

I dont find any need to adopt a new set of AOA for the purpose.

U can inset that clause by passing special resolution in the general meeting of the company and thus filing form 23 would be sufficient.


Kiran Toshniwal

Kiran Toshniwal (Practicing Company Secretary)     29 March 2012


Attach revised AOA to form 23 and file the same with ROC.



Kiran T

Ankur Garg

Ankur Garg (Company Secretary and Compliance Officer)     29 March 2012



Inserting a Borrowing Clause in the AOA amounts to alteration of Articles which requires approval of shareholders u/s 31 by way of Special resolution.


So here is the procedure:


  1. Hold a BM to discuss the matter and fix date, time place for general meeting.
  2. Hold GM on due date and pass special resolution.
  3. File form 23 with ROC to register the special resolution.
  4. Make necessary amendment in the article


In the notice of GM simply mention the new clause to be inserted.


However when you file form 23 with ROC it is advisable to attach full copy of amended articles with form 23.




rashmi (cs trainee)     30 March 2012



Firstly, Pass Special Resolution in Annual or Extra Ordinary General Meeting for amendment in Article of association of company inserting a Borrowing Clause in the AOA.

attach whole amended article of association with form 23 (Special Resolution) file to ROC within 30days.


Indranil (Chartered Accountant)     30 March 2012

Thanks to all..


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