Step 1.
Convey Board Meeting of Directors:
(As per section 173 and SS-1)
• Issue Notice of Board Meeting to all the directors of company at least 7 days before the date of Board Meeting.
• Attach Agenda
• Notes to Agenda
• Draft Resolution
Step 2.
Held Board Meeting:
(As per section 173 and SS-1)
• At the Board meeting, the Board resolutions shall be passed in respect of alteration in MOA.
• To obtain Approval for Alteration in Memorandum 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.
Step 3.
Issue Notice of General Meeting:
(Section 101)
Notice of EGM shall be given at least 21 days before the actual date of EGM.
EGM can be called on Shorter Notice with the consent of atleast 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:
• All the Directors.
• Members.
• Auditors of Company.
Step 4.
Hold General Meeting:
(Section 101)
• Check the Quorum.
• Check whether auditor is present, if not. Then Leave of absence is Granted or Not.
(As per Section- 146).
• Pass Special Resolution.
[Section-114(2)]
• Approval of Alteration in MOA.
Step 5.
Filing of form with ROC:
(Section 117)
File Form MGT-14 within 30 days of passing the special resolution, along with given documents:-
• 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 Memorandum of Associations.
Article of Association
company's operations and defines the company's purpose. The document lays out how tasks are to be accomplished within the organization, including the process for appointing directors and the handling of financial records.
The articles of a company shall contain the regulations for management of the company.
The articles of a company shall be in respective forms specified in Tables F, G, H, I and J in Schedule I as may be applicable to such company.