Follow the procedure prescribed for preparing, signing and compiling of minutes of General Meeting. To invest and deal with the surplus monies of the company not immediately required for the business to purchase or subscribe for shares and securities of any other company or to invest in any mode, to accumulate funds and to invest or purchase or lease any land, buildings, easements, stock-in-trade or other properties which the company may think necessary for the purpose of its business. After all the necessary forms and papers are filed and reviewed by the RoC, the RoC may require certain clarifications. There is no legal limit on the amount of share capital. As per section 13 9 The Registrar shall register any alteration of the Memorandum with respect to the objects of the company and certify the registration within a period of thirty days from the date of filing of the Special Resolution in accordance with clause a of sub-section 6 of this section.
The Central Government shall ensure that the applicant company either obtains consent of objecting creditors or satisfies debt or secures the debt of objecting creditors. The place of the meeting, the date of the meeting and the hour of the meeting shall be specified in the notice along with the business agenda of the meeting which is mentioned under Section 101 of the Companies Act. The companies are allowed to alter the authorized share capital according to the procedures mentioned in Section 61 to 64 read with Section 13 and 14 of the Companies Act. Further, an affidavit verifying the said list shall be given by Company Secretary, if any and atleast two of the directors of the Company, one of whom shall be managing director, if any. The return shall also be filed where the company redeems any redeemable preference shares. Any default in this Section shall attract penalties. Alteration of Memorandum of Association Alteration of Memorandum of Association may be of following kinds: 1.
To institute and to defend and suit, appeal, application for review or revision or any other application of any nature whatsoever, to take out executions, to enter into agreements of reference to arbitration and to enforce and where need be to contest any awards and for all such purpose to engage or retain counsels, attorneys and when necessary to remove them. Prepare and file eForm No. Situation or Registered Office Clause — This clause requires the memorandum to mention the name of the state in which the registered office of the company is to be situated. An application shall be accompanied with several documents including list of creditors and debenture holders, if any. We have been working with Taxmantra for over 5 years now since our incorporation as a company. Adjudication: Under Section 454, the officer appointed by the Central Government, not below the rank of Registrar of Companies, may adjudicate and impose monetary penalty for violation of this section, where it decides that no prosecution be launched.
Tribunal has power to make such order as it may consider fit. Also follow the procedure prescribed for issuing and signing of notice of Board Meeting. In case of death or incapability the nominee shall become the member of the company. For alteration of any of the clauses of Memorandum, consent of members by way of Special Resolution is required. Bank draft evidencing payment of application fee. This is the requirement of this section to note the alteration not just make alteration.
In case of Change of name and shifting of registered office from one state to another, fresh certificate of incorporation shall be issued. Note : As per Companies Act-2013 Ministry Prescribed new sets of Article of Association as per sections of Companies Act-2013. Calling of Board Meeting: Issue notice in accordance with the provisions of section 173 3 of the Companies Act, 2013, for convening a meeting of the Board of Directors. New set of regulations 1 to 93 of Articles of Association is attached herewith separately as Annexure A. General meaning of Memorandum of Association The memorandum of association of company, generally called the memorandum is the document that governs the relationship between the company and the outside.
The proposed alteration should in no way increase the liability of existing members. Due importance and care should be given to ensure that the alteration of AoA does not conflict with the provisions of the Memorandum of Association or the Companies Act. Objections, if any, received by the applicant company shall be forwarded to the Central Government on or before the date of hearing. Meetings and minutes, notices etc. Section of the Act Nature of Petition Enclosures to the Petition 1. Change of objects for which money is raised through prospectus.
For continuing offence, they are punishable with further fine upto Rs. Above procedure of postal ballot, newspaper advertisement and exit opportunity to dissenting shareholders shall not apply a where money is raised by a company from public by issue of prospectus and has got those money fully utilised; and b where the company has not raised any money from public. An affidavit from directors is also required to be submitted, along with the application, stating that no employees shall be retrenched as a consequence of shifting of registered office. The company should have made sufficient provision for the discharge of all its debts and obligations or adequate security should have been provided for such discharge. Accordingly, the company as well as its officer who is in default or such other person shall be punishable with fine upto Rs. Names and addresses of the officers of the company. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore.
. To be prudent, drafting of alteration should convey its effective date and old provision should be there as footnote. The details of the Managing Director, Chief Financial Officer, directors, Company Secretary and officer of the company responsible for making and maintaining such books of accounts and financial statement. It is prudent to issue a copy of memorandum or articles by mentioning date of such issue and date of last alteration made in that particular copy. We have considerable experience in successfully executing some complex corporate transactions such as issuance of Corporate Name Change.