Hold a board meeting after giving notices to all the company directors as per section 173 of the 2013 act corresponding to section 286 of the 1956 act to decide about the change and fix for a general meeting to pass a special resolution for suitably altering the MoA in this regard. Ensure compliance with the requirements of both secretarial standards SS-1 and SS-2 for holding general meeting and board meeting of members as both the standards are mandatorily applicable on or after July, 2015.
If your company is an unlisted public company having 200 or more members, then ensure that the special resolution as same and it is passed only through postal ballot. If your company is one which has registration before the commencement of the 2013 act, such approval would required for alteration of the main objects clause.
Alter the objects of your company ?
It is not mandatory to hold a general meeting, if the special resolution is passed through postal ballot. It is enough if the results of the postal ballot are announced by the chairman/director on a specified date.
The general meeting by giving not less than 21 days notice in writing proposing the special resolution with suitable explanatory statement.
The special resolution and general meeting by three-fourths majority.
The explanatory statement and special resolution with the concerned ROC within 30 days in e-Form MGT-14. It is filed electronically and the copy of explanatory statement and special resolution are filed with the said e-form as attachments.
The director or managing director or manager are signed the e-form digitally.
The alteration of objects shall not be valid unless the registrar has registered the alteration and has certified the registration within 30 days from the date of filing the special resolution.
Make necessary changes in every copy of the MoA. Non-compliance with this will make your company punishable with a fine of Rs.1000 for every copy of the memorandum issued with such alteration.
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