Summary: This is a regulatory compliance procedure explaining the process for altering the Object Clause of a company’s Memorandum of Association under Section 13 of the Companies Act, 2013 and Rule 24 of the Companies (Management and Administration) Rules, 2014. The procedure requires convening a Board Meeting to approve the proposed change in the Object Clause and the notice of the Extraordinary General Meeting (EGM) with the explanatory statement under Section 102. Notice of the EGM must be sent to all shareholders and directors at least 21 days before the meeting unless shorter notice is consented to by the requisite majority. At the EGM, a Special Resolution under Section 13(1) approving the alteration of the Object Clause must be passed. Thereafter, Form MGT-14 must be filed with the Registrar of Companies within 30 days, along with the certified copy of the Special Resolution, notice of the EGM with explanatory statement, altered Memorandum of Association, and Board Resolution. Listed companies are additionally required to make specified disclosures and submissions to the stock exchange and publish them on their website within the timelines prescribed under Regulations 30, 44 and 46(3) of the SEBI (LODR) Regulations, 2015.
APLLICABLE PROVISIONS:
| Sec. 13 of Companies Act, 2013,
Rule 24 of the Companies (Management and Administration) Rules, 2014. |
PROCEDURE:
| Sr. No | Steps |
| 1. | CONVENE A BOARD MEETING:
– Pass Board Resolution approving proposed change in Object Clause – Approve Notice of EGM along with Explanatory Statement (Section 102) |
| 2. | Issue Notice of EGM:
Send notice to:
NOTE: Notice must be sent at least 21 days before the meeting (unless shorter notice is consented by requisite majority) |
| 3. | Hold the EGM:
– Pass Special Resolution under Section 13(1) – Approve alteration of Object Clause of MOA |
| 4. | File Form with ROC (Registrar of Companies):
File Form MGT-14 within 30 days of passing the Special Resolution Attachments:
|
| 5. | Additionally, In case of listed companies (Regulation 30, 44 and 46(3) of the
SEBI (LODR) Regulations, 2015: a. Disclosure of outcome of Board Meeting to the stock exchange (where the shares of the company are listed) within 12 hours of the conclusion of the meeting and post the same on the website within 2 working days. b. Submit proceedings of General Meeting to the stock exchange (where the shares of the company are listed) within 12 hours of the conclusion of the meeting and post the same on the website within 2 working days. c. Submit voting results of the General Meeting within 2 working days of the conclusion of the meeting. d. After filing of Form MGT-14 and approval from ROC, submit copy of altered MOA to the stock exchange (where the shares of the company are listed) within 12 hours from the occurrence of the event and post the same on the website within 2 working days. |
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*This document is for educational purposes only and does not constitute legal advice.
Author: Ms. Kathanshi Jain, Article Assistant at M/s Ronak Jhuthawat & Co, Practicing Company secretary Call: +91 98874 22212 | Email: compliancerjac@gmail.com
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