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Sec - 17 Alteration of Objects Clause of MOA

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Sec - 17 Alteration of Objects Clause of MOA

Postby NIKITA SHARMA » Thu Aug 30, 2007 10:18 am

Hi friends

I want to know that in case of alteration of objects clause of MOA (by insertion of a clause):-

1. Do we need Certificate of Registration from ROC after filing e-Form 23 with it?

2. What is the effective date from which the business as per the inserted clause can be carried out - date of passing SR(special resolution) OR date of obtaining certificate of registration from ROC?

Plz reply ASAP.
Thanx & Regards
NIKITA


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Postby vikasarora » Thu Aug 30, 2007 11:22 am

HI Nikita,

1 Yes the Certification of Registration from ROC is required for the Amendment to be effective.

2 The effective date will be the date of passing of resolution.
Vikas Arora
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Postby cs8work » Thu Aug 30, 2007 11:22 am

Section 18 provides for alteration of MOA u/s 17 shall be registered and it mentions word 'thenceforth' in ss 2 thus making the change effective only after registration with the registrar...

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Postby arun shourie » Thu Aug 30, 2007 11:35 am

I think it is only from the date of Registration of Memorandum, because Section 18 states that

"The certificate shall be conclusive evidence that all the requirements of this Act with respect to the alteration and the confirmation thereof have been complied with, and "thenceforth" the memorandum as so altered shall be the memorandum of the company. So, only from the date of Registration the new memorandum shall be deemed as altered.

Other views are invited
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Postby vikasarora » Thu Aug 30, 2007 11:47 am

Having gone through the provision of the Act once again and seeing the Certificate of Registration, I agree with Arun and Somesh the effective date should be the date of registration.
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Postby NIKITA SHARMA » Thu Aug 30, 2007 12:21 pm

Thank u all.
Thanx & Regards
NIKITA


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Postby NIKITA SHARMA » Thu Aug 30, 2007 4:47 pm

Can anyone mail me the Board Resolution and Special Resolution alongwith Explanatory Statement for Alteration of Objects clause of MOA by insertion of a new article.

My e-mail id is nikita83.sharma@gmail.com.

Plz it is urgent.
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NIKITA


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Postby cs8work » Thu Aug 30, 2007 5:33 pm

"Resolved that pursuant to section 17 and other applicable provisions, if any, of the Companies Act, 1956, the main Objects Clause of the Memorandum of Association of the Company be and is hereby altered by adding the following new Clause after the existing Clause III(A)(3):—

‘To carry on or undertake or to be interested or engaged in any of the business whether in India or outside India, either solely or in partnership with other companies, corporation, or individual or firm or any other association of persons as manufacturers, miners, exporters, importers, buyers, sellers, agents, service organisations and dealers in iron ores, ferrous ores, chromium ores, copper, sponge iron, aluminium notch bar, lime, dolomite, flourspar, graphite, electrodes and nipples, petroleum coke, aluminium wire, fuel-oil, nickle, tungsten, refractories, coal, manganese, magnesite, clay, fire clay, oxygen/acetylene gas, waste-heat recovery plant, captive power plant, air pollution control equipment, ferrous substance and metal of every description and grade and all products, intermediates and by-products consequent to or obtained in the process of manufacture of above articles, and to carry on any other business (manufacture or otherwise) which may seem to the company capable of being conveniently carried on in connection with the above or either calculated directly or indirectly to enhance the value, if any, of the company's properties and rights for the time being’.”

Further Resolved that Mr...........is hereby authorised to file neccessary forms and do all such acts and deeds as may be neccessary in this regard.

Explanatory Statement

The Company is at present engaged in the manufacture of Galvanised Sheets and Cold Rolled Steel Sheets. The Board of Directors of the Company would like to diversify/expand the activities of the Company connected with the steel and allied industry, in order to optimise the facilities of the Company.

The present clause of the Memorandum of Association of the Company is not covering the areas, which may be considered in future by the Company for diversification, etc. Hence, it is desirable to amend suitably the existing main Object Clause of the Memorandum of Association of the Company, as fully detailed in the resolution. The amendment shall be effective upon the registration of the resolution with the Registrar of Companies.

The draft copy of the Memorandum of Association of the Company is available for inspection at the Registered Office of the Company on any working day during business hours.

The Board recommends the adoption of the resolution.

None of the Directors of the company is concerned or interested in the resolution
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Postby cs8work » Thu Aug 30, 2007 6:02 pm

"Resolved that pursuant to section 17 and other applicable provisions, if any, of the Companies Act, 1956, the main Objects Clause of the Memorandum of Association of the Company be and is hereby altered by adding the following new Clause after the existing Clause III(A)(3):—

‘To carry on or undertake or to be interested or engaged in any of the business whether in India or outside India, either solely or in partnership with other companies, corporation, or individual or firm or any other association of persons as manufacturers, miners, exporters, importers, buyers, sellers, agents, service organisations and dealers in iron ores, ferrous ores, chromium ores, copper, sponge iron, aluminium notch bar, lime, dolomite, flourspar, graphite, electrodes and nipples, petroleum coke, aluminium wire, fuel-oil, nickle, tungsten, refractories, coal, manganese, magnesite, clay, fire clay, oxygen/acetylene gas, waste-heat recovery plant, captive power plant, air pollution control equipment, ferrous substance and metal of every description and grade and all products, intermediates and by-products consequent to or obtained in the process of manufacture of above articles, and to carry on any other business (manufacture or otherwise) which may seem to the company capable of being conveniently carried on in connection with the above or either calculated directly or indirectly to enhance the value, if any, of the company's properties and rights for the time being’.”

Further Resolved that Mr...........is hereby authorised to file neccessary forms and do all such acts and deeds as may be neccessary in this regard.

Explanatory Statement

The Company is at present engaged in the manufacture of Galvanised Sheets and Cold Rolled Steel Sheets. The Board of Directors of the Company would like to diversify/expand the activities of the Company connected with the steel and allied industry, in order to optimise the facilities of the Company.

The present clause of the Memorandum of Association of the Company is not covering the areas, which may be considered in future by the Company for diversification, etc. Hence, it is desirable to amend suitably the existing main Object Clause of the Memorandum of Association of the Company, as fully detailed in the resolution. The amendment shall be effective upon the registration of the resolution with the Registrar of Companies.

The draft copy of the Memorandum of Association of the Company is available for inspection at the Registered Office of the Company on any working day during business hours.

The Board recommends the adoption of the resolution.

None of the Directors of the company is concerned or interested in the resolution
thanks

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Postby NIKITA SHARMA » Thu Aug 30, 2007 6:09 pm

THANK U SIR
Thanx & Regards
NIKITA


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Postby ulhas bhat » Thu Aug 30, 2007 8:44 pm

Hi Somesh and Arun Shourie,
Thanks for the incisive analysis of section 18 and also for posting the draft resolution also here.
Regards,
CS Ulhas Sodankoor Bhat
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