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As the object clause is a part of Memorandum of Association (MOA) of
company, hence any change in object clause requires alteration in the MOA. Section
13 of the Companies Act, 2013 deals with the alteration of Memorandum of
Association. As per the provisions of Section 13, a company may, alter its MOA with
the approval of shareholders in a general meeting by way of ordinary or special
resolution as the case may be. Object Clause of MOA can be altered by way of
special resolution.
Company
can alter its object clause by way of addition on new clause or deletion,
modification, substitution of existing clause as the case may be.
can alter its object clause by way of addition on new clause or deletion,
modification, substitution of existing clause as the case may be.
DRAFT BOARD RESOLUTION FOR ALTERATION IN
OBJECT CLAUSE
“RESOLVED THAT pursuant to the
provisions of Section 13 and other applicable provisions, if any, of Companies
Act, 2013, (including any statutory modifications or re-enactment thereof, for
the time being in force), and the rules framed there under, consent of the
Board of Directors of the Company be and is hereby accorded, subject to the
approval of the Registrar of Companies, ………………… and subject to
the approval of Shareholders in General Meeting, to insert following sub clause
(..) after sub clause (….) of clause ………. of the Memorandum of
Association of Company:
provisions of Section 13 and other applicable provisions, if any, of Companies
Act, 2013, (including any statutory modifications or re-enactment thereof, for
the time being in force), and the rules framed there under, consent of the
Board of Directors of the Company be and is hereby accorded, subject to the
approval of the Registrar of Companies, ………………… and subject to
the approval of Shareholders in General Meeting, to insert following sub clause
(..) after sub clause (….) of clause ………. of the Memorandum of
Association of Company:
…………………………………………………………………………………….
FURTHER RESOLVED THAT for the
purpose of giving effect to this resolution, Shri ………………….. of
the Company be and is hereby authorised, on behalf of the Company, to do all
acts, deeds, matters and things as deem necessary, proper or desirable and to
sign and execute all necessary documents, applications and returns for the
purpose of giving effect to the aforesaid resolution along with filing of
necessary E-form with the Registrar of Companies.”
purpose of giving effect to this resolution, Shri ………………….. of
the Company be and is hereby authorised, on behalf of the Company, to do all
acts, deeds, matters and things as deem necessary, proper or desirable and to
sign and execute all necessary documents, applications and returns for the
purpose of giving effect to the aforesaid resolution along with filing of
necessary E-form with the Registrar of Companies.”
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