Summary: A board resolution was passed by XYZ Private Limited to alter the object clause of its Memorandum of Association (MoA) under Section 13 of the Companies Act, 2013. The proposed changes include expanding the company’s scope to mutual fund distribution, investment advisory, wealth management, and financial consultancy. The board approved the inclusion of activities such as distributing mutual funds, providing investment consultancy, and acting as intermediaries for financial institutions. The resolution grants directors the authority to undertake necessary regulatory filings and obtain required approvals. Additionally, the board resolved to convene an Extraordinary General Meeting (EGM) on February 16, 2025, to seek shareholder approval for the alterations. The directors were authorized to issue the notice for the EGM and manage procedural requirements to implement the changes.
BOARD RESOLUTION FOR ALTERATION IN THE OBJECT CLAUSE OF THE COMPANY AND CALLING OF EGM
CERTIFIED TRUE COPY OF THE MEETING OF THE BOARD OF DIRECTORS OF ‘XYZ PRIVATE LIMITED” HELD ON 16TH DAY OF JANUARY 2025 AT THE REGISTERED OFFICE OF THE COMPANY AT —————
ITEM NO -1 ALTERATION IN THE OBJECT CLAUSE OF THE COMPANY
The chairman informed the board that it is necessary to alteration in the object clause of the company. After due discussion and consideration, the following resolution was unanimously passed:
“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 the addition of some points in clause III of the Memorandum of Association of Company:
a) To carry on the business of mutual fund distribution, including acting as managers, distributors, brokers, or agents for asset management companies (AMCs), financial institutions, banks, and other entities offering mutual funds, exchange-traded funds (ETFs), and other investment schemes.
b) To undertake and provide advisory, research, consultancy and procedural services, portfolio management and other financial services and maintenance, including but not limited to formulation and publication of research reports and literature, to act as investment analysts, investment advisors and investment bankers to manage funds of any individuals or Company in various avenues like growth funds, income funds, risk funds, tax-exempt funds, pension and superannuation.
c) To market, promote, sell, and distribute mutual fund schemes and other investment products, including systematic investment plans (SIPs), systematic withdrawal plans (SWPs), fixed income instruments, and unit-linked investment plans (ULIPs) in accordance with regulatory guidelines.
d) To act as agents, representatives, or intermediaries for insurance companies, non-banking financial companies (NBFCs), banks, and other financial institutions for the sale and distribution of insurance policies, fixed deposits, government securities, bonds, debentures, and other financial products.
e) To provide advisory and consultancy services such as financial planning, research and investment advisory, and wealth management services, including risk assessment, portfolio allocation, and personalized investment strategies for individuals, corporate entities, and institutions.
f) To receive and distribute commissions, fees, or other remuneration for mutual fund distribution services and to engage in the online distribution of mutual funds through web portals, mobile apps, or other electronic platforms.
g) To organize investor awareness programs, financial literacy workshops, and training sessions to educate investors on mutual funds, investment strategies, and risk management.
h) To undertake all such other incidental or ancillary activities that are necessary or conducive for the attainment of the main objects of the company, in compliance with applicable laws and regulations.
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, any Director of the Company be and is hereby authorised, on behalf of the Company, to do all acts, deeds, matters and things as deemed 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 the filing of necessary E-form as the return of appointment with the Registrar of Companies, NCT of Delhi and Haryana.”
ITREM NO. 2 : CONVENE AN EXTRA ORDINARY GENERAL MEETING
The chairman informed the board that it is necessary to call an Extra Ordinary General meeting to implement the above resolutions. The matter was discussed, and the following resolution was unanimously passed:
“RESOLVED THAT subject to receipt of the requisite consents from the shareholders, an extraordinary general meeting of the members of the Company be convened on Friday, 16th day of February 2025 at 11.00 AM at (address)——————
“RESOLVED FURTHER THAT the above-mentioned draft notice for convening the extraordinary general meeting be and is hereby approved and all the directors of the Company, be and are hereby authorized to sign and issue the notice to the members of the Company and to others entitled to receive the same.”
Certified True Copies
For ———————
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Director
Din: ———————
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