How to modify business activity with alteration in object and name clause of MoA and AoA

The company’s object clause is the 3rd clause of MoA of any company mentioning the objects such as business for which the company is incorporated. Any other matter is taken as requisite in the betterment. Any act exercised by the company that goes beyond the powers and objects as stated in the companies act, 2013 would be taken as ultra vires making object clause one of the crucial clauses in the act.

Once the company’s registration is done, the subscribers determine the objects they want to follow at the time of incorporation. Still, in case after the incorporation is done, if they want to make changes in the company’s objects, then they can do so by following the necessary legal process as stated under section 13 of the companies act, 2013 and read with companies’ rules (incorporation), 2014.

A guide that can assist you in alteration in the object clause of MoA

The first step – convene a board meeting according to section 173 and SS-1

Issuance of the notice for the board meeting to all the company’s directors beforehand at least 7 days before the board meeting date.

– Affix agenda.

– Notes to agenda.

– Draft resolution.

The second step – control the board meeting

– Putting forward the new objects of the company.

– Passing of board resolution after deciding the objects.

– Obtaining approval to make changes in the object clauses and endorsing the proposition for members’ consideration through a special resolution.

– Affixing the general meeting’s date, time, and venue and assigning a director or any other individual to send the notice for the same to all the members.

Third step – issuance of a notice of general meeting according to section 101

Notice to EGM has to be sent at least 21 days beforehand from the actual date of EGM. It can be called on shorter notice with the approval with the majority and 95% of such chunk of the company’s paid-up share capital, giving them a right to vote at such meetings;

– All directors.

– All members.

– Company’s auditors.

– The notice should clarify the date, venue, time, and day of the meeting and embody a statement on the business to be conducted at the EGM.

Fourth step – control general meeting according to section 101

– Inspect the quorum.

– Inspect whether the auditor is present; if not, then leave of absence is granted or not according to section 146.

– Passing a special resolution according to section 114(2).

– Acceptance of alteration in MoA.

Fifth step – submission and fees

Submission of form no. MGT-14 (submission of agreements and resolutions to the registrar under section 117) with registrar along with necessary request within 30 days of passing the special resolution, along with following documents;

 Appendages:

– Special resolution’s certified true copies along with the explanatory statement.

– Copy of meeting’s notice sending to members along with all annexure.

– A printed copy of MoA.

– Copy of general meeting’s attendance sheet.

– Shorter notice assent, if any.

The sixth step – follow up

The registrar would then accordingly register the alteration with the certificate’s issuance, which would be definitive proof that all the prerequisites concerning alteration have been adhered to by the company.

The alteration would be entire and effective only when the certificate is issued to incorporate the alteration in every copy of the memorandum.

If a company, having a primary object as trading of garments, wants to ultimately commence a new business activity such as postulating paper product trading could begin it. The only compliance needed from the company’s side would be to make an honest reporting in form MGT-9, MGT-7, and AOC-4. Here, post filing MGT-14 with list of documents it goes on the approval mode, such as it must be approved by the registrar of companies’ officials. Businesses should be aware that there is no insinuation beneath the provisions of the income tax act, 1961.

Nonetheless, we should draft or alter the object clause very diligently as only the primary profession or business’s sustained expenses are permitted as a deduction from the income.

Conclusion

Everyone is dealing with tough times and facing troubles for maintaining or running their business smoothly. Exceptions are there as well; some companies are less affected, some are moderately and some are devastated because of the pandemic. But we all have to deal with it carefully and patiently. Crisis management is not only about good and bad, but it is about thwarting bad from getting worse. To go against it, one must give a thought to changing the business.