alteration in article of association- series-49

CS DIVESH GOYAL Mob: +918130757966

Practicing Company Secretary [email protected]

GOYAL DIVESH& ASSOCIATES

CS DIVESH GOYAL

PROCESS OF ALTERATION IN ARTICLE OF ASSOCIATION UNDER

GOYAL DIVESH & ASSOCIATES, Practicing Company SecretaryGOYAL DIVESH & ASSOCIATES, Practicing Company SecretaryGOYAL DIVESH & ASSOCIATES, Practicing Company SecretaryGOYAL DIVESH & ASSOCIATES, Practicing Company Secretary

ALTERATION IN ALTERATION IN ALTERATION IN ALTERATION IN ARTICLE OF ASSOCIATIONARTICLE OF ASSOCIATIONARTICLE OF ASSOCIATIONARTICLE OF ASSOCIATION

Section 13 read with rule 29 of Companies

(Incorporation) Rules, 2014

Any Company who is intending to make any change to the Article of Association (AOA) of its company,

will have to comply with the provisions of Section- 14 of Companies Act, 2013 and any other applicable

provisions of the Act including fulfillment of condition as may be contained in the Memorandum of

Association (MOA) of Company.

Chapter II Incorporation of Company and Matters Incidental Thereto Provisions of the Chapter II Incorporation of Company and Matters Incidental Thereto Provisions of the Chapter II Incorporation of Company and Matters Incidental Thereto Provisions of the Chapter II Incorporation of Company and Matters Incidental Thereto Provisions of the

Companies Act, 2013: Section 1Companies Act, 2013: Section 1Companies Act, 2013: Section 1Companies Act, 2013: Section 14444: Alteration of : Alteration of : Alteration of : Alteration of Article of AssociationArticle of AssociationArticle of AssociationArticle of Association....

Company can alter its Article by way of addition, deletion, modification, substitution, or in any

other way, only if it wants:

STEPS FOR ALTERATION IN STEPS FOR ALTERATION IN STEPS FOR ALTERATION IN STEPS FOR ALTERATION IN ARTICLEARTICLEARTICLEARTICLE OF ASSOCIATION:OF ASSOCIATION:OF ASSOCIATION:OF ASSOCIATION:

STEPSTEPSTEPSTEP6666IIII

Convene A Board Meeting: To alter the Article of association of Company By giving Notice of at

least 7 days.

STEP: IISTEP: IISTEP: IISTEP: II

Hold the Board Meeting:

At the Board meeting, the given resolutions must be passed:6

Get Approval to Alteration in Article of Association 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.

SERIES

NO- 54




CS DIVESH GOYAL

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.

STEPSTEPSTEPSTEP6666IIIIIIIIIIII

Convene a general meeting:

Check the Quorum.

Check whether auditor is present, if not. Then Leave of absence is Granted or Not. (As

per Section6 146).

Pass Special Resolution.[Section6114(2)]

Approval of Alteration in AOA.

STEPSTEPSTEPSTEP6666IIIIVVVV

Filing and fees:

I) File FORM NO. MGT614 (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:6

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.

STEPSTEPSTEPSTEP6666VVVV

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.




CS DIVESH GOYAL

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 Act6 2013.

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

NoteNoteNoteNote: As per Companies Act-2013 Ministry Prescribed new sets of Article

of Association as per sections of Companies Act-2013. So it is advisable

to adopt New sets of Article of Association of company at the time of

Alteration in any Clause of Article of Association.

DRAFTDRAFTDRAFTDRAFT

SAMPLE BOARD RESOLUTION FORSAMPLE BOARD RESOLUTION FORSAMPLE BOARD RESOLUTION FORSAMPLE BOARD RESOLUTION FOR

Adoption of new set of Article of Associations of Adoption of new set of Article of Associations of Adoption of new set of Article of Associations of Adoption of new set of Article of Associations of the Companythe Companythe Companythe Company

RESOLVED THATRESOLVED THATRESOLVED THATRESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if

any, of Companies Act, 2013, (including any statutory modifications or re6enactment 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 adopt new set of Article of Association of Company:

FURTHER RESOLVED THATFURTHER RESOLVED THATFURTHER RESOLVED THATFURTHER 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 E6form as return of appointment with the Registrar of

Companies, NCT of Delhi and Haryana.




CS DIVESH GOYAL

SAMPLE SHAREHOLDERS RESOLUTION FOR:SAMPLE SHAREHOLDERS RESOLUTION FOR:SAMPLE SHAREHOLDERS RESOLUTION FOR:SAMPLE SHAREHOLDERS RESOLUTION FOR:

Adoption of new sAdoption of new sAdoption of new sAdoption of new set of Article of Associations of et of Article of Associations of et of Article of Associations of et of Article of Associations of the Companythe Companythe Companythe Company

RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if

any, of the Companies Act, 2013, (including any amendment thereto or re6enactment thereof),

the Articles of Association of the Company be and are hereby altered by replacing all the

existing regulations 1 to 49 with the new regulations 1 to 93, a copy of which is annexed to the

explanatory statement, be and is hereby adopted as new regulations of the Articles of

Association of the Company.

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. Sunil Khoria

(DIN: 02874096), Director of the Company be and is hereby authorized, 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 E6forms with the Registrar of

Companies, West Bengal.

EXPLANATORY STATEMENT:EXPLANATORY STATEMENT:EXPLANATORY STATEMENT:EXPLANATORY STATEMENT:

The Existing regulations 1 to 49 of the Articles of Association are replaced by the new set of

regulations 1 to 93 and adopted as new set of Articles of Association. The modification in the

Articles of Association is carried out to give effect to the provisions of the Companies Act, 2013.

Consent of the shareholders by passing a Special Resolution is required in this regard. New set

of regulations 1 to 93 of Articles of Association is attached herewith separately as Annexure A.

(Author CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company

Secretary in Practice from Delhi and can be contacted at

[email protected]) Disclaimer: The entire contents of this document

have been prepared on the basis of relevant provisions and as per the

information existing at the time of the preparation. Though utmost efforts has

made to provide authentic information, it is suggested that to have better

understanding kindly cross-check the relevant sections, rules under the

Companies Act, 2013. The observations of the author are personal view and

the authors do not take responsibility of the same and this cannot be quoted

before any authority without the written

alteration in article of association- series-49

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