The section 465 of the 2013 act which has not yet been inform to provides inter alias. The provisions of Part IX A of the Companies Act 1956 which relates to private limited company.It shall be applicable mutates mutants to a producer company in a manner as if the companies act 1956. The procedure set down under the 1956 act. It is for alter memorandum of association of a producer company shall continue to be applicable.
Alter memorandum of association of your producer company
1. Convene a board meeting the notice of which shall be given by the chief executive. The executive is writing to every director of the private limited company. It is for the time being in Coimbatore.Every other director at his usual address in India. It is not more than seven days prior to the date of the said meeting.
The As SS-11 relating to board with their public limited company committee meetings. It shall become mandatory in application. It is effective from July,1,2015. The meeting is assemble in line with the procedure laid down in SS-I.All other compliance as consider in the standard registration aspects.
2. The public limited company is approve in their meeting. The draft of the notice of the general meeting fixing thereby the date, time, place,agenda for calling their meeting. Pass a special resolution for suitably altering the memorandum of association in this respect.
The procedure set down in SS-22 relating to general meetings. Which is mandatory from July 1,2015 is complied with their registration prospectus.
3. Remember that the chief executive of your private limited company is to give notice of the board meeting. If he fails, he will be punishable with fine up to Rupees 1,000.
4. If needed, call the board meeting at shorter notice and record in writing. The reasons for calling the said board meeting at shorter notice.
5. If the said alteration is with regard to its objects with their company. Ensure that it is not inconsistent with section 58 lb.
6. Your producer company cannot modify the conditions included in its memorandum of association except in the cases. The mode is to the extent for which express provision is made in the act.
Company Registration Act
7. Issue notice for the general meeting by giving not less than twenty-one days. The special resolution are explaining inter alias, in the explanatory statement. The implication of any company reasons for the changes being proposed.
8. The notice shall contain the text of the draft resolution proposing amendments. The private limited company is notice the memorandum of association. It is to be consider in the general meeting. Along with the recommendations of the board of directors.
9. Hold the general meeting and pass the special resolution by three fourth majorities. When the private limited company is adopting the amendment of the alter memorandum of association.
10. File the special resolution with the attentive ROC4. The explanatory statement in e-Form MGT-145 within thirty days of its passing. After payment of the requisite filing fee as per Table IA of the annexure.
11. The private limited Companies (Registration Offices Fees) Rules, 2014. The e-Form is register electronically. The copy of the special resolution with the explanatory statement are register in the e-Form as attachments.
12. Ensure that the e-Form is digitally signed by the private company board of directors or by the managing director or manager or secretary.
13. Further, ensure that the said e-Form is registered by their company registration authorities such as chartered accountant, cost accountant or a company secretary.
14. If the company fails to register the resolution along with the extra fees. Before the expiry of the period of 270 days from the date by which it should have been register.
The company shall be punishable with a fine up to Rupees Twenty Five lakh. The fine is up to Rupees Five Lakhs.
Alteration for Change of Registration Office
15 File a copy of the revised memorandum together. A copy of the special resolution both duly certified by two directors of their change of registration. The ROC within thirty days from the date of adoption of any resolution. It is refers in sub-section (2) of section 581H.
16. If the alteration of memorandum of association is with consider to transfer of the registration office. The producer company from the jurisdiction of one ROC to other within the similar state.
17.File copies of the special resolution certified by two directors with both the ROCs within thirty days. It is made in their registration offices in Coimbatore, Chennai, Salem,Madurai.
18. Change an application to the Company Law Board for confirmation. The registration of the memorandum of association. The private limited company can change of place of registration office from one state to other state.The registration office situate in their ROCs in Coimbatore,Salem.
19. Effect the changes in all copies of the alter memorandum of association, registers, letter heads, records, books, office papers, documents, signboards, vouchers,common seal etc.
20. Remember that if at any time your company issues any copies. The alter memorandum of association without making the necessary changes therein. The company and every officer of the company shall pay a fine up to Rupees 1000. This fine is to be pay in the registration office in Coimbatore.