PROCEDURE

FOR
AMENDMENT
OF MOA
CONVENING OF A BOARD MEETING

To change MOA objects clause, first issue a notice for convening a meeting of the Board of Directors. Major agenda for this
Board meeting would be the following:
1. To obtain the in-principal sanction of Directors for the alteration in object clause related to the Memorandum of
Association (MOA).
2. Select date, time as well as place for conducting Extra-ordinary General Meeting (EGM) to obtain consent of shareholders,
by means of Special Resolution, for alteration in object clause of Memorandum.
3. To render support to make notice of EGM all together with Agenda in addition to Explanatory Statement to be suitable as
per the notice of General Meeting according to section 102(1) related to the Companies Act, 2013.
4. To sanction the Director or Company Secretary related to the issue Notice of the Extra-ordinary General meeting (EGM)
as permitted by the board related to clause 1(c) above mentioned.
5. Present Notice of the Extra-ordinary General Meeting (EGM) to all Members, Directors as well as the Auditors of the
company in agreement with the provisions as per Section 101 of the Companies Act, 2013.
 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 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:
• All the Directors.
• Members
• Auditors of Company
The notice shall specify the place, date, day and time of the meeting and contain a statement on the business to
be transacted at the EGM.
PASSING OF SPECIAL RESOLUTION

 Conduct the Extra-ordinary General Meeting (EGM) on the time, date and place mentioned on the
notice of the Extra-ordinary General Meeting. Obtain consent for the special resolution approving
changes to the MOA objects clause of the company by means of a ballot.
ROC FORM FILING

 To now obtain MCA approval, file the special resolution passed by shareholders for amendment of
Memorandum with the related Registrar of Companies. Changes to MOA objects clause must be filed
using form MGT-14 within 30 days (Sec.117) of the passing of Special Resolution along with the approved
fees and the following attachments:
• 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.
IN CASE OF PUBLIC LIMITED COMPANY

 In case of change of MOA objects clause in a public limited company, the following procedures must
also be observed:
1. Details of special resolution must be published in the newspapers (one in English in addition to one in
vernacular language). The newspaper should be in circulation at the location where the registered office
of the company is located. In addition the newspaper will be placed on the website of the company, if
some, mentioning the rationalization and reason for such alteration.
2. The dissenting shareholders must be provided an opportunity to exit via the promoters and
shareholders.