The memorandum of every company shall present the objects for which the company is declared to be incorporated and any matter is considered necessary in further for commence a new business of your own.
Do you wish to commence a new business ?
(I) In case of companies in existence immediately before the commencement of the act 2013. The object’s clause may continue to state the objects in three categories.
(a)The main objects of the company which the will pursue on its incorporation.
(b)The objects supportive or incidental to the credit of the said objects.
(c) Any other objects is not included in the main objects. The objects ancillary or incidental thereto.
(2) Where a company proposes to commence a new business. The first thing that the board of directors of the company should check is whether the new business falls outside the scope of objects clause of its memorandum of association.
(3)In case the new business activity falls within broad scope of the objects clause of the memorandum. It is sufficient. If the board of directors passes a resolution to that extent at a meeting of the board. The procedure of calling and holding a meeting of the board. The procedure for calling and holding a meeting of the board has been clarified as ” How to make a meeting of the board of directors of a company which is not a One Person Company (OPC) or dormant or small company“.
(4)In fact the new business works falls outside the scope of the objects clause of the memorandum of the association. The board of directors must take steps to alter the first memorandum of association of the company to registration the business activity within the scope of the objects clause.
(5)Therefore, clearly describing the new business activity is an important task. Thereafter, it should be determined. Whether it is necessary to alter the objects clause of the memorandum of association.
(6)In order to alter its objects clause. A company must obtain the approval of its members. By a means of a special resolution duly passed at a general meeting of its members. Thereafter comply with the further procedures specified in that respect. So as to give effect to the alterations the provisions of its memorandum. The procedure for calling and holding a meeting of the members of the company.
(7) When a company in vary its objects clause by qualifying a special resolution. A copy of every special resolution together with the explanatory declaration. The companies act 2013 of section (102). If any, appended to the notice calling the meeting in which the resolution is proposed. It should be filed with the registrar of companies (ROC) within thirty days of the passing of the same. It should be filed with the prescribed fees in the form.
(8) The director, manager, secretary , managing director of the company duly empowered by the board of directors. The form is mention that the same could be signed by the CFO or CEO too. The drop down menu does not show these two designations at all. The number and date of the board resolution should also be mentioned in the form.
(9) The company secretary, cost accountant and chartered accountant or certified the form. In whole-time practice of digitally signing the form by the said certification. The practicing professional makes certain standard declarations that he has duly engaged for the purpose of certification of this form. He further certifies that he has gone through the provisions of the 2013 act and rules there under.
(10) Where the company which has raised money from the public through the prospectus. It has still any unutilised amount out of the money so raised commence. Such a company must follow a special procedure for the purpose of altering its objects clause.
(11) Such a company should not change its objects for which it elevated the money through the prospectus. A particular statement is passed by the company.
(i) The information as may as prescribed. In respect of such resolution shall also be published in the newspapers(one in vernacular language and English). Which is in spreading at the placed on the website of the company. If any, indicating therein the consideration for such move.
(ii)The dissenting shareholders shall be given an opportunity to exit by the shareholders and promoters having manage in accordance with the registrations are specified by (SEBI) securities and exchange board. SEBI has given registrations in this respect.
(12) As per the SEBI (Issue of Capital and Disclosure of Requirements) Registrations in 2009. The details of all monies utilised out of the issue referred to in sub item (a) Shall be disclosed and continue to be exposed work the time any part of the issue proceeds remains unutilised under an proper separate head in the balance sheet of the publisher indicating the goal for which such monies had been utilised.
(13) Where the company is a listed company, under the listing agreement, it has to forward copies of notices of any meeting to the stock exchanges.Make an announcement through the exchanges that the company proposes to alter its memorandum for the purpose of commencing. A new company proposes to alter its memorandum for the purpose of commencing new business activity. This will apply irrespective of whether the listed company has any utilized money out of the proceeds raised through a public limited company or private limited company issues or not.
(14) A listed company must forward to stock exchanges. A copy of the proceedings at its annual and extraordinary meetings.
(15) A listed company must promptly notify stock exchanges of any proposed change in general character or nature of its business.
(16) The register would register any modification of the note with respect to the objects of the company. Certify the registration within 30 days from the date of filing of the particular resolution in accordance with section (13).
(17) No alteration made under section 13 of the act which includes a registration of the objects clause too. It shall have any effect until it has been accordance in registration with the provisions of section 13.
(18) Once a certificate of registration of the alteration to the objects clause of the company is receiving their association. The board of directors will be within its corporate powers to undertake the proposed new company activities. Carrying a new business activity is different from taking effective steps towards the same. For instance a detailed project report is prepared. A proposal is submitted to the banks and financial institutions to see. If they would grant long term loans for the project, that does not mean the Company has commenced a new business activity ultra vires its memorandum.
(19) A company may later its objects clause and may not commence its new business activity immediately. The explanatory statement that is annexed to the notice of the general meeting in pursuance of section 102 of the 2013 act. It will explain the decision of the board of directors in this regard.The commence of a new company registrations are placed in your registered office in Coimbatore.
(20) The listed companies will have to notify the stock exchanges too of any decision to defer any such proposal and the reasons therefor.
(21) Any proposal to commence a new company activity is price sensitive information for the purpose of SEBI regulations.
(22) A company may enter into a proposal for acquiring a new undertaking or business division of another company or entity as a result of which it might require an alteration to the objects clause of its memorandum. It is possible to registration of a component of a scheme of arrangement to which will take effect upon sanction of the scheme of arrangement to which will take effect upon sanction of the scheme by (NCLT) that has not been established. It may be applicable.
(II) The form contains a declaration at the end that states as follows :
For the subject matter of this form and matters incidental thereto. I have verified the above particulars it contains original certified records maintained by the company and applicant. Which is subject matter of this form and found them to be true.
Therefore the chartered accountant, cost accountant and company secretary who is certifying the form should certify that commence.
(a) The records have been properly prepared and signed by the required officers of the company. They maintained as per the relevant provisions of the 2013 act were found to be in order .
(b) All the required attachments have been completely and legibly at attached to this form. The new company is started in Coimbatore. The proprietor shall communicate with the register and register their company in Coimbatore.
(III) Any default in filing the special resolution. Whether or not the board of directors afterwards drops the proposal for altering the objects clause of the company. It will be considered as a contravention of the registration of the act 2013. So far as the company is incorporated for registration .The company shall be punishable with fine of Rs.5 Lakhs.But which may extend to Rs.25 Lakhs..If the registration in Coimbatore office. The registrar send notice to all the partners of the company.This fine includes every officer of the company and the liquidator of the company.
(IV) The offense arising from is compoundable. Where the maximum amount of fine which may be imposed for such offenses does not exceed Rs.5 Lakh. The offense in compoundable by any officer licensed by the regional director in the ministry of corporate affairs.or central government.
