Procedure for Alterations of Articles of Association

Step-1 – Convene and hold a Board meeting

-Notice shall be given at least 7 days before the meeting

-Required Resolutions must be passed at the Board Meeting.

-To Fix time, date and venue for holding a general meeting of the company for passing a special resolution.

-Approve notice, agenda and explanatory statement to be annexed to the notice of the general meeting as per 102 of the Act.

-Authorize the Company Secretary or any other competent officer of the company to issue notice of the general meeting as approved by the Board.

In Case of Listed Company

Particulars of the proposed alteration of the articles of association of the company-send to the stock exchanges

When to be sent-  On the conclusion of the Board meeting

Step -2- Send a notice of General Meeting

Not less than clear 21 days before the date of General Meeting.

To whom Notice shall be given

-Directors.

-Members

-Auditors

Step-3 Convene and hold a General Meeting

Pass the Special Resolution  for Alterations of Articles

In Case of Listed Company

Forward a copy of the proceedings of the General meeting to the concerned stock exchanges as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Step-4 File MGT-14 with ROC

Time Limit- within 15 days of passing the special resolution, along with given documents:-

• Certified True Copies of the Special Resolutions along with explanatory statement
• Copy of the Notice of meeting send to members along with all the annexure
• A printed copy of the Altered Article of Associations.