Special Resolution for Alteration in Object Clause

Special-Resolution-Alteration-Object-Clause


As the object clause is a part of Memorandum of Association (MOA) of company, hence any change in object clause requires alteration in the MOA. Section 13 of the Companies Act, 2013 deals with the alteration of Memorandum of Association. As per the provisions of Section 13, a company may, alter its MOA with the approval of shareholders in a general meeting by way of ordinary or special resolution as the case may be. Object Clause of MOA can be altered by way of special resolution.

Company can alter its object clause by way of addition on new clause or deletion, modification, substitution of existing clause as the case may be.

Special Resolution for Alteration in Object Clause

“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013, the Clause III (A) of Memorandum of Association of the Company dealing with the Main Objects to be pursued by the Company be amended
(a) By adding “ ……..” in the second line after “ ……………………. and
(b) By adding the following para no. … after the existing para no. …..:
      “….. …………………………………………………..,”

“RESOLVED FURTHER THAT the Board of Directors of the Company or any of its duly constituted committee be and is hereby authorised to do all acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.”

“RESOLVED FURTHER THAT the Board of Directors of the Company or any of its duly constituted committee be and is hereby authorized, in the best interest of the Company, to accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Registrar of Companies or such other Authority arising from or incidental to the said amendment.”

Explanatory Statement

The Company is presently engaged in the business of manufacture and distribution of ……………………... In view of prevailing market condition, the Company intends to undertake the manufacturing of …………………… which may be conveniently and advantageously combined with existing business of ……………….

In order to enable the Company to undertake businesses as above, it is proposed to amend the Main Objects Clause of the Memorandum of Association of the Company. By virtue of Section 13 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014; approval of members by way of special resolution is a prerequisite to amend the objects clause of the Company and thus your approval is sought for the same.

The business activities discussed hereinabove can be conveniently and advantageously combined with the existing business of the Company. The Directors recommend the Resolution in the best interest of the Company for your approval.

None of the Directors, Key Managerial Person of the Company or their relatives is deemed to be concerned or interested in the aforesaid Resolution.

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