CS Divesh Goyal

PROCESS OF ALTERATION IN OBJECT CLAUSE UNDER COMPANIES ACT- 2013

Section – 13 read with rule 29 of Companies (Incorporation) Rules, 2014

This Article contains the procedure for change in Object clause of the Company Under Companies Act, 2013 with detailed documentation required. I hope this document would be of some help w.r.t. professional workings. Memorandum of association is the charter of the company and defines the scope of its activities. Memorandum of association defines the relation of the company with the rights of the members of the company interest and also establishes the relationship of the company with the members.

The Memorandum of Association (MOA) of a company has object clauses that determine the purpose and range of activities of a company. After incorporation of a company, it may want to change object clause. This requires alteration in the MOA of the company and section 13 of the Companies Act 2013 covers the same. Ever clause on the MOA can be altered (with the exception of capital clause which requires an ordinary resolution to be passed) by passing a special resolution as mentioned in section 13. We cover the basic process to change the object clause of MOA of a company as per Companies Act 2013.

Chapter II Incorporation of Company and Matters Incidental Thereto Provisions of the Companies Act, 2013: Section 13: Alteration of Memorandum.

Company can alter its object clause by way of addition, deletion, modification, substitution, or in any other way, only if it wants:

STEPS FOR ALTERATION IN OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION:

STEP-I

Convene A Board Meeting: To alter the object clause in memorandum of association of Company By giving Notice of at least 7 days.

STEP: II

Hold the Board Meeting:

  • At the Board meeting, the given resolutions must be passed:-
  • Get Approval to change in the objects clause and recommending the proposal for members’ consideration by way of special resolution.
  • Fixing the date, time, and venue of the general meeting and authorizing a director or any other person to send the notice for the same to the members.
  • Provisions of the Section 101 of the Companies Act 2013 provides for issue of notice of EGM in writing to below mentions atleast 21 days before the actual date of the EGM :
    • All the Directors.
    • Members
    • Auditors of Company
  • The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to be transacted at the EGM.

STEP-III

Convene a general meeting:

  • Check the Quorum.
  • Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As per Section- 146).
  • Pass Special Resolution.[Section-114(2)]
  • Approval of Alteration in MOA & AOA.

STEP-IV

Filing and fees:

I) File FORM NO. MGT-14 (Filing of Resolutions and agreements to the Registrar under section 117) with the Registrar along with the requisite filing within 30 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 Memorandum.

STEP-V

Follow up:

I) The Registrar shall then accordingly register the alteration and issue a certificate which will  be the conclusive evidence that all the requirements with respect to the alteration have been duly complied with by the company.

II) The alteration shall be complete and effective only on the issue of certificate by the Registrar.

III) If the special resolution is not filed within 30 days from the date of passing of such Resolution, then additional fees will be levy as per Companies Act- 2013.

IV) Incorporate the alteration in every copy of the memorandum.

Note: As per Companies Act-2013 Ministry Prescribed new sets of Memorandum of Association as per sections of Companies Act, 2013. So it is advisable to adopt New sets of Memorandum of Association of company at the time of Alteration in Object Clause of Memorandum of Association.

DRAFT

SAMPLE BOARD RESOLUTION FOR

Change in Object Clause of the Company

“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, NCT of Delhi & Haryana and subject to the approval of Shareholders in General Meeting, to append following sub clause (4) after sub clause (3) of clause III (A) of the Memorandum of Association of Company:

(4) “To carry on the Manufacturing and Business ………………………………………….”

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. ABC, Director 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 as return of appointment with the Registrar of Companies, NCT of Delhi and Haryana.”

SAMPLE SHAREHOLDERS RESOLUTION FOR:

Change in Object Clause of the Company

“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 shareholders of the Company be and is hereby accorded, subject to the approval of the Registrar of Companies, NCT of Delhi & Haryana, to append following sub clause (4) after sub clause (3) of clause III (A) of the Memorandum of Association of Company:

(4) “To carry on the Manufacturing and Business ………………………………………….”

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. ABC, Director 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 as return of appointment with the Registrar of Companies, NCT of Delhi and Haryana.”

(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)

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7 responses to “How to alter 'Object Clause' Under Companies Act, 2013”

  1. Aditya Anand says:

    Can one company have more then 1 objects in his object object clauses of MoA
    For eg. Mathiya ltd. Have original business of steel in
    his object clause of moa and later on Mathiya ltd also wants to enter into business of cement so my question is that can company add new objects in his object clause in addition to steel or for cement a fresh company has to formed.. Plzz replies my queries on my mail thank u..

  2. sha says:

    IS THIS SIGNED COPY OF EACH PAGE MOA ATTACHED IN MGT-14

  3. sha says:

    IS THIS SIGNED COPY OF EACH PAGE MOA ATTACHED IN MGT-14

  4. Dev says:

    Dear Sir,
    i want to know that, which is procedure for change of main object clause of a listed company. whether any difference in procedure for change of main object clause of a listed & unlisted company.

  5. V K NANGIA says:

    We have filed with ROC as per the suggested proceedure Resolution passed at EGM for alteration in object clause. We have received reply stating for resubmission of papers after deleting the other objects & objects to be stated in two categories as defined in CA 2013 as per Section 4. Please advise.

  6. PADMALAL says:

    What should be the date of altered MOA? If at the time of alteration of MOA, Old shareholders transfer their shares and old directors resign from directorship, then whether new shareholders details and new directors name will be incorporated in MOA or not?

  7. dhara jain says:

    After 30 days delay you can alter object clause. You hav to go for compounding. Additional filing fees is not accepted by roc.

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