Companies need to comply with various requirements and compliances in case of each change, whether it is change of registered office, directors of company or object of the company etc. In case of changing the object of the company, gist of requirements and various compliance to be adhered to has been provided hereunder by the Taxmantra.

PROCEDURES REQUIRED

• A board meeting should be held after giving notice to the directors in order to fix the date, time, place and agenda for a General meeting to pass a special resolution for altering the objects.
• Special Resolution shall be passed through postal ballot if the company intending to change object is a Listed Company.
• No general meeting required if special resolution to change object is passed through postal ballot.
• Not less than 21 days notice to be given for general meeting proposing to pass the resolution as special resolution.

For company’s listed with Stock Exchange –

• Forward copies of all notices to the shareholders with respect to the amendment in the Memorandum of Association to the stock exchange,
• 6 copies to be filed with the recognized stock exchange regarding the amendments made in the Memorandum of Association and 1 copy must be certified copy,
• 3 copies of the notice and a copy of the proceedings of the General Meeting should also be forwarded.

COMPLIANCES WITH ROC

• File with ROC within 30 days in e-Form 23, the special resolution along with the Explanatory Statement after paying the requisite fees.
• Ensure that the e-Form is filed electronically and the copy of resolution and the Explanatory Statement are filed with e-Form as attachments.

CERTIFICATION REQUIRED

• Digitally sign the e-Form by the managing director or director or manager or secretary of the company duly authorized by the Board of Directors.
• Certify the e-Form by a chartered accountant, or a cost accountant or by a company secretary in whole time practice by digitally signing the said e-Form.

PENALTY FOR NON – COMPLIANCE

• Every officer whose duty is to give notice for general meeting and who fails to do so shall be punishable with a fine of Rs. 1000.
• Every officer who is in default in complying with the filing requirements of the company shall be punishable with a fine of Rs. 200 for everyday during which the default continues.
• Changes is required to be made in every copy of Memorandum of Association, records, office papers, vouchers, books, documents, signboards etc and non- compliance with this will attract a penalty of Rs. 5000 to the company.
• If the company issues any copy of Memorandum without making necessary changes therein, the company and every officer in default shall be punishable with a fine of Rs. 100 for each copies issued.

The above mentioned offences are compoundable by the Central Government u/s 621A of the Companies Act, 1956.

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