SPECIAL RESOLUTION
FOR ALTERING ARTICLES OF A PRIVATE COMPANY CONVERTING IT INTO A PUBLIC COMPANY
“Resolved
That –
(i) pursuant to the applicable provisions of the Companies Act, 2013,
the company be and is hereby converted into a public company;
(ii) the name of the company be and is hereby changed from
................. Private Limited to ......................
Limited; and
(iii) the regulations contained in the document submitted for
consideration and approval of this meeting, and initialled by the chairman of
the meeting for the purpose of identification, be and are hereby approved and adopted
as the articles of association of the company in substitution for, and to the
exclusion of, the present articles of association of the company.”
Explanatory Statement
The Board of directors of the company, at its meeting held on
................., discussed the pros and cons of a public limited company and
a private limited company, and decided to convert the company into a public
limited company and also decided that the present articles of association of
the company, which were adopted by the company when it was incorporated as a
private limited company, be also substituted by a new set of articles.Since the
proposed alterations, deletions, insertions etc. to the present articles of
association were numerous, the Board decided that it would be convenient to
adopt an altogether new set of articles of association incorporating all the
proposed alterations.
SPECIAL
RESOLUTION FOR CHANGE OF NAME OF THE COMPANY AS PER PROVISO TO SECTION 13 OF
THE ACT
“RESOLVED
THAT –
pursuant
to the proviso to Section 13 of the Companies Act, 2013, the name of the
company be and is hereby changed from “............ Private Limited” to
“.......... Limited” and the name clause in the memorandum and articles of
association of the company be also accordingly altered.
Explanatory
Statement
The Board
of directors of the company had, at its meeting held on ......., resolved that
the consequent upon conversion of the company from private limited company to
public limited company, the name of the company be changed from “............
Private Limited” to “.......... Limited”
No
director is concerned or interested in the proposed resolution.
SPECIAL
RESOLUTION FOR ALTERING THE MEMORANDUM OF ASSOCIATION
(NAME
CLAUSE) OF THE COMPANY IN ACCORDANCE WITH SECTION 13 OF THE ACT
“RESOLVED THAT
pursuant to section 13 of the
Companies Act, 2013, Clause I of the Memorandum of Association
of the company be and is hereby
altered by substituting the same with the following:
“Clause I. The name of the company is
............... Limited.”
Explanatory
Statement
The Board of directors of the company
had, at its meeting held on ......., resolved that the consequent upon conversion
of the company from private limited company to public limited company, Clause I
of the memorandum of association of the company be substituted with “The name
of the company is.............. Limited”. Hence the proposed special resolution
is commended for approval by the members. No director is concerned or
interested
in the proposed resolution.
SPECIAL
RESOLUTION ALTERING ARTICLES OF THE COMPANY SO AS TO INCLUDE
RESTRICTION,
LIMITATION AND PROHIBITION, SPECIFIED IN SECTION 2(68) OF THE ACT,
CONVERTING
A PUBLIC COMPANY INTO A PRIVATE COMPANY
“RESOLVED THAT –
(i)
pursuant to proviso to Sub-section (1) of Section 14 of the Companies Act, 2013
and subject to the approval of the National Company Law Tribunal*, the company
be and is hereby converted into a private company.
(ii) the
articles of association of the company be and are hereby altered by inserting
the following new article as article No.......... after article No. ...........
:
“Article
No.....
The
company is a private company and accordingly -
(a) limits
the number of its members to two hundred not including –
(i)
persons who are in the employment of the company; and
(ii)
persons who, having been formerly in the employment of the company, were
members of the company while
in that employment and have continued to be members after the employment
ceased;
and
(b)
prohibits any invitation to the public to subscribe for any security of, the
company;
(c)
restricts the right to transfer its shares, provided that where two or more
persons hold one or more
shares in
the company jointly, they shall, for the purposes of this article, treated as a
single member;
and
(iii) the
name of the company be and is hereby accordingly changed from .............
Limited to .................
Private
Limited.
(iv) the
secretary of the company be and is hereby authorised to make an application in
the prescribed Form, along with the prescribed enclosures and the prescribed
application fee.
Explanatory
Statement:
The
company was originally incorporated as a public company. During the course of
its operations, it was found that the company has to comply with various
onerous provisions of the Act as applicable to public companies. Since the
company is a family owned company with very few shareholders, its requirements
of funds is being met by the shareholders, directors or their relatives. As the
company does not intend to borrow any public funds for its operations, there is
no point in retaining the public character of the company. The Board of
directors of the company, at its meeting held on ............................................
resolved to convert the company into a private company.
Accordingly,
it is proposed to pass a special resolutions for conversion of the company into
a private company and effect consequent alterations in the Articles of
Association as applicable to a private company. A copy of the existing
memorandum and articles of association of the company is available for
inspection at the registered office of the company during the business hours on
any working day.
None of the
directors is concerned or interested in the proposed resolution.
SPECIMEN
OF BOARD RESOLUTION FOR CALLING A GENERAL MEETING
“RESOLVED
THAT –
an
extraordinary general meeting of the company be and is hereby called to be held
at
............
Hrs. on ............ (day) ........... (month) ....................20..... at
the registered office of the company at .............................. for, inter
alia, passing the special resolutions for –
(i)
conversion of the company into a private company in accordance with Section
14(1) of the Companies Act, 2013;
(ii) for
change of name of the company in accordance with Section 13 of the Companies
Act, 2013;
(iii) for
alteration of articles of association of the company so as to include, the
required restrictions, limitation and
prohibition specified in Section 2(68) of the Companies Act, 2013, delete all
provisions that are inconsistent therewith in accordance with Section 14 read
with Section 2(68) of the Companies Act, 2013 and include articles which are
required for required for a private company ; and
(iv) for
alteration of the name clause in the memorandum of association of the company
in accordance with the provision of Section 13 of the Act.”
PRE-INCORPORATION
CONTRACTS
RESOLVED that –
the preliminary expenses for ` ………
incurred by the promoters of the company for the purpose of its incorporation
as per the statement placed before the meeting be and are hereby approved.
RESOLVED FURTHER that the preliminary
contracts entered into by the promoters in connection with the incorporation of
the company as per the statement before the meeting be and are hereby approved.
BOARD
RESOLUTION FOR CHANGE OF NAME
RESOLVED THAT-
(a) subject to the approval by the
Company by a special resolution to be passed at a general meeting and of the
Central Government under section 13 of the Companies Act, 2013, the name of the
Company be and is hereby changed from ‘..... Ltd.’ to any of the following
names in the order of preference:
(i) ‘..... Ltd.’
(ii) ‘...... Ltd.’
(iii) ‘.....Ltd.’
(iv) ‘.....Ltd.’
(v) ‘.....Ltd.’
(vi) ‘.....Ltd.’
or such other name as may be allowed
by the Registrar of Companies.
(b) the Company Secretary be and is
hereby authorised to make the application in FORM INC 1 to the Registrar of
Companies for ascertaining the availability of the proposed name(s) and an
application for approval for the change of name as above and to do such other
acts, things and deeds as may be necessary to do to give effect to this
resolution.
“RESOLVED THAT –
(i)
subject to the approval of the Central Government, pursuant to the proviso to
Section 13 of the Companies Act, 2013, as a consequence of the conversion of
the company from a private limited company into a public limited company, the
name of the company be and is hereby changed from “............ Private
Limited” to “.......... Limited”; and
(ii)
clause I (name clause) in the memorandum of association of the company be and
is hereby altered by
substituting
the same with the following:
I. The
name of the company is .....................Limited.”
Explanatory
Statement
The Board
of directors of the company had, at its meeting held on ......., resolved that
consequent upon
conversion
of the company from private limited company to public limited company, the name
of the
company be
changed from “............ Private Limited” to “……………….......... Limited” and accordingly
clause I
(name clause) in the memorandum of association of the company is to be altered
by substituting
the same
with a clause as set out in the notice for approval of the shareholders of the
company.
No
director is concerned or interested in the proposed resolution.
Note: The above
special resolution is a composite one for change of name of the company and
also for
change of
name clause in the memorandum of association of the company. Alternatively, the
company
may pass
two separate special resolutions viz., (i) for change of name of the company
and (ii) for change
of clause
I (name clause) in the memorandum of association of the company. In such a case
part (ii) of the resolution need not be incorporated in the above resolution
and in addition the following special resolution (Annexure II) may also be
passed.
(NAME
CLAUSE) OF THE COMPANY
“RESOLVED
THAT pursuant to Section 13 of the Companies Act, 2013, and consequent upon
conversion of the company from a private limited company into a public limited
company, clause I (name clause) of the memorandum of association of the company
be and is hereby altered by substituting the same with the following:
“Clause I.
The name of the company is ............... Limited.”
Explanatory
Statement
The Board
of directors of the company had, at its meeting held on ......., resolved that
consequent upon conversion of the company from private limited company to
public limited company, the name of the company be changed from “............
Private Limited” to “.......... Limited” and accordingly clause I (name clause)
in the memorandum of association of the company is to be altered by
substituting the same with new clause I as set out in the notice. Hence, the
proposed special resolution is commended for approval by the members. No
director is concerned or interested in the proposed resolution.
“RESOLVED
THAT : –
(a)
subject to the approval of the company, by a special resolution at a general
meeting and such other
statutory
approvals as may be necessary, the object clause of the memorandum of the
company, be and
is hereby
altered by inserting new clauses in place of clause……
(I)
..............
(II)
..............
(b) A
special resolution according approval to the proposed alterations by the
members of the company be and is hereby proposed at the________ annual general
meeting/extraordinary general meeting to be
convened
and held on____ at____ at the registered office of the company and the Company
Secretary be and is authorized to issue notice of the said meeting together
with the related explanatory statement, in accordance with the draft placed
before this meeting (as initialed by the Chairman), in accordance with the provisions
of Companies Act, 2013, and the articles of association of the company”.
ASSOCIATION
“RESOLVED THAT
pursuant to the provisions of Section 13 of
the Companies Act, 2013, Clause III being the
objects clause of the Memorandum of
Association of the company be and is hereby altered as follows :
(i) To substitute the following
sub-clause in place of the existing sub-clause (h) to borrow or raise money or
to invite, receive or accept money on deposit for the purposes of the company
(not amounting to the business of banking as defined under the Banking
Regulation Act,1949) in such manner and upon such terms and conditions as may
seem expedient and to secure or arrange the repayment thereof by the company
and create, issue and allot redeemable or irredeemable bonds, mortgages or
other instruments, mortgage debentures, secured or unsecured debentures issuable
or payable either at par or at premium or discount or as partly or fully paid
and for any such purposes to charge all or any part of the property and profits
of the company both present and future including its uncalled capital.
(ii) The following new sub-clauses be
and are hereby added after the sub-clause 3(de):
(df) to carry on the business of
manufacturers and processors of and dealers in paper, pulp and boards of
all kinds and articles made from
paper, pulp and boards of every description and materials or chemicals
or agents used in the manufacture or
treatment of paper and board including card boards and their byproducts.
(dg) To carry on the business of
manufacturers, installers, maintainers and repairers of and dealers in
mechanical, electrical and electronic
audio visual appliances, and apparatus of every description and
of in radio, television,
telecommunication requisites and suppliers of dynamos, accumulators, lamps
and all apparatus now known or that
may be invented in connection with the generation, accumulation,
distribution and supply and employment
of electricity including all cables, wires and appliances and
glasses, cells, integrated circuits,
electric posts, autometers, and other electrical and electronics
apparatus and appliances and stores of
all kinds.
(dh) To manufacture, sell, distribute,
deal or trade in electrical and mechanical goods, equipments,
accessories, components spares of all
kinds, mechanical devices, wagons, tanks, galvanised iron
pipes, conduit pipes.
(di) To carry on the business of and
act as merchants, traders, commission and mercantile agents, clearing agents,
shipping agents whether within or outside the territory of the Union of India
and to import,
export, buy, sell, barter, exchange,
pledge, make advance upon or otherwise deal in goods, produce,
articles and merchandise including
capital and consumable goods.
(dj) To carry on the business of and
as general electrical and mechanical engineers, founders,
fabricators,manufacturers and dealers in iron, steel and alloys, engineering,
mechanical and electrical apparatus and goods plants and machineries and
equipments of various kinds and the manufacture, sale or hire of apparatus and
goods, to which the application of electricity or any other power is or may be
useful,convenient, ornamental or otherwise necessary.
(dk) To manufacture, produce, use, buy
and sell and otherwise deal or trade in any and all metallurgical,
electro chemical and electro thermal
products in elemental, alloy or composite forms and all or any
formulate compositions, consisting or
partly consisting of the foregoing or any of them and all or any
converted or fabricated products and
articles of the foregoing or any of them.
(dl) To carry on the business as
manufacturers and dealers of different kinds of cement, portland cement,
cement products and building
materials.
(dm) To carry on the business of
financial and investment consultants, agents, underwriters and to render
financial and management services.
(iii) The following sub-clauses be and
are hereby added after the existing sub-clause m(iii):
m(iv) To sub-let all or any contracts
from time to time and upon such terms and conditions as may be
thought expedient.
m(v) To establish, provide, maintain
or conduct otherwise schools, colleges, research laboratories,
technical management and cultural
institutions and experimental workshops for scientific and
technical research and development and
undertake experiments and carry on scientific and
technical researches, experiments and
tests of kinds, to promote studies and researches, scientific
and technical investigations and
innovations and developments by providing, sponsoring,
subsidising or assisting laboratories,
workshops, libraries, lecture meetings, seminars and
conferences and by providing or
contributing to the remuneration of scientific or technical
professors, experts or otherwise
qualified and competent persons and by providing or contributing
to the award of scholarships, prizes,
grants to students or otherwise and generally encourage,
promote and reward studies,
researches, investigations, experiments, tests and inventions of
any kind that may be considered likely
to assist any business which the company is authorised to
carry on.
m(vi) To insure any of the properties,
undertakings, contracts, guarantees or obligations of the company
of every nature and kind in any manner
whatsoever.
m(vii) To promote, carry on, maintain
and develop, trade of all kinds, industrial and financial relations of
every kind and description in all
matters with the objects of the company.
m(viii) To subscribe, contribute, pay,
transfer or guarantee money for or to dedicate, donate, present or
otherwise dispose of either
voluntarily or for value, any moneys or properties of the company to or
for the benefit of any public, local,
general or useful objects, purposes or institutions or for any
exhibition or for any purpose which
may be considered likely directly or indirectly to further the
objects of the company or the
interests of its members.
m(ix) To carry on any other trade,
business, or undertaking which it may seem to the company capable
of being conveniently carried on in
connection with any of the company’s objects or calculated
directly or indirectly to enhance the
value of or render profitable any of the company’s property or
rights or which it may be advisable to
undertake with a view to improving, developing, rendering
valuable or turning to account any
property movable or immovable belonging to the company or
in which the company may be
interested.
m(x) To subscribe for, underwrite,
purchase or otherwise acquire, and to hold, dispose of and deal with
the shares, stocks, securities and
evidences of indebtedness or of the rights to participate in
profits, assets or other similar
documents issued or to be issued by any Government authority,
corporation or body, or by any other
company and any option or rights in respect thereof.
m(xi) To acquire debentures, debenture
stock bonds, obligations or securities by original subscription,
participation in syndicates, tender,
purchase, exchange or otherwise and to subscribe for the
same either conditionally or otherwise
and to guarantee the subscription thereof and to exercise,
enforce all rights and powers
conferred by or incident to the ownership thereof.”
Explanatory
Statement
Your Board has to consider from time
to time proposals for diversification into areas which would be profitable for the
company as part of diversification plans. For the purpose of the objects clause
of the company which is presently very restricted in scope, requires to be so
made out as to cover a wide range of activities to enable your company to
consider embarking upon new projects and activities considered to be
convenient, advantageous and feasible for the company’s business. Certain
incidental powers are also being added for the convenience of the Company’s
operations. Your Directors recommend that the special resolution be passed.
None of the Directors of the Company
is interested or concerned in the said resolution except as members of the
Company.
TO
ANOTHER PLACE WITHIN LOCAL LIMITS
RESOLVED THAT –
“(i) the
registered office of the company be and is hereby shifted from its present
location at ............................. to .............................,
under the jurisdiction of ............................. police station and
within the local limit of the town where present registered office of the
company is situated; and
(ii) The
Company Secretary, Sh. ............................. be and is hereby
authorized to file with the Registrar of Companies, FORM INC 22 containing
verification of the situation of the registered office of the company.”
BOARD
RESOLUTION APPROVING NOTICE OF THE
EXTRAORDINARY
GENERAL MEETING
RESOLVED THAT-
the notice
of the extra ordinary general meeting to be held at .....................
(time) .....................(date) ..................... for passing the
special resolution as required under Section 12 (5) of the Companies Act,
2013 for
shifting of registered office form present situation at .....................
to ..................... a place falling under the jurisdiction of
..................... police station and outside the local limits of the town
where registered office of the company is presently situated, a draft whereof
was placed before the meeting and was initialed by the chairperson of the
meeting for the purpose of identification, be and is hereby approved”
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