Change in Object clause of the Company involves Alteration of Memorandum of Association of the Company. Section 13 of Companies Act 2013 regulates the process of amendment in Memorandum of Association and is applicable to all Companies.
Section13 of the Companies Act, 2013 deal with change of object which says that the object of the company can be changed by a special resolution and the Registrar shall register any alteration of the memorandum with respect to the objects of the company and certify the registration.
- Section 13 & 173 of Companies Act, 2013
- Regulation 30, 44 and 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- No alteration made in Memorandum shall have any effect until it has been registered by the Registrar.
- No alteration shall be made effective until it has been approved by Members of the Company by way of Special Resolution.
Following Procedure is to be followed
- Convene a Meeting of Board of Directors [As per section 173 & SS-1]
- Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
- Attach Agenda, Notes to Agenda and Draft Resolution with the Notice.
- Hold a meeting of Board of Directors of the Company and pass the necessary Board Resolutions
- to consider and approve the alteration in the Object Clause of MOA of the Company subject to Members’ Approval of the Company.
- to fix day, date, time and venue for holding General Meeting of the Company.
- to approve the draft notice of General Meeting or Postal Ballot along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013.
- to authorize the Director or Company Secretary to sign and issue notice of the General Meeting or Postal ballot and to do such acts, deeds and things as may be necessary to give effect to the Board’s decision.
- to delegate authority to Company Secretary or any one director of the company to sign, certify and file the required form with Registrar of Companies and to do all such acts and deeds as may be necessary to give effect to the alteration of Object Clause.
Listed Company shall submit the disclosure of Board Meeting as soon as reasonably possible and but not later than 30 minutes from the conclusion of the Board Meeting and post the same on the website of the Company within 2 working days. [Regulation 30 & 46(3) of the SEBI (LODR) Regulations, 2015]
- Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments. [Refer the Procedure for Preparation and Signing of Minutes of Board Meeting]
- Obtain Shareholders’ Approval
Convene General Meeting [Section 96, 100 and SS-2]
- Notice of General Meeting shall be given at least clear 21 days before the actual date of a General Meeting in writing, by hand or by ordinary post or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means or a Shorter Notice can be issued with the consent of at least majority in number and ninety five percent of such part of the paid up share capital of the company giving a right to vote at such a meeting in accordance with Section 101.
- Notice will be sent to all the Directors, Members, Auditors of Company, Secretarial Auditor, Debenture Trustees and to others who are entitled to receive the notice of the General Meeting.
- Notice shall specify the day, date, time and full address of the venue of the Meeting and contain a statement on the business to be transacted at the Meeting.
- Hold the General Meeting on fixed day and pass Special Resolution for change in the object clause of the Company and make relevant changes in the Memorandum of Association (MOA).
- The listed entity shall disclose to the Stock Exchange(s) (where its shares are listed) about the outcome of General meeting held as timeline specified therein from the conclusion of General Meeting and same shall be posted on the website of the company within 2 working days. [Regulation 30 and 46(3) of the SEBI (LODR) Regulations, 2015]
- Listed Companies shall submit to the stock exchange the details of the voting results within two working days from the conclusion of the meeting and post the same on the website of the Company. [Regulation 44 of the SEBI (LODR) Regulations, 2015]
- Prepare the minutes of General Meeting, get them signed and compile accordingly. [Refer the Procedure for Preparation and Signing of Minutes of General Meeting].
- File Form MGT-14 with ROC
File Form MGT-14 with the ROC within 30 days of passing Special Resolution in General Meeting along with fee as specified in the Companies (Registration offices and fees) Rules, 2014 and with the following attachments:
- Certified True Copies of the Special Resolution passed along with Explanatory Statement.
- Copy of the Notice of meeting sent to members along with all the annexure
- Shorter Notice Consent Letters from the members in case the General Meeting was convened at shorter notice.
- Certified Altered copy of printed copy of the Memorandum of Association and Article of Association
- Copy of Attendance Sheet of General Meeting
- Any other attachment as may be applicable.
- Certification by ROC
After receiving MGT-14 and on being satisfied with all the details, Registrar shall register the new objects and certify the registration within 30 days from the date of filing the Special Resolution.
- Submission of Copy of Altered MOA to Stock Exchange [Regulation 30 and 46(3) of the SEBI (LODR) Regulations, 2015]
Listed Company shall submit the copy of the altered MOA to the Stock Exchange as soon as reasonably possible and but not later than the following:
- twelve hours from the occurrence of the event or information, in case the event or information is emanating from within the listed entity
- twenty four hours from the occurrence of the event or information, in case the event or information is not emanating from within the listed entity, from the from the approval of Members’ for alteration of Memorandum of Association and post the same on the website of the Company within 2 working days.
- The Alteration in MOA shall be made in every copy of Memorandum of Association.