1. Consult the memorandum of association and articles of association of your company to see whether any of them authorize. The company registration rights to modify attached to any class of shares. If not check whether terms of issue of those shares do not prohibit any variation.
2.If none of the aforesaid conditions are fulfilled, then complete the proceedings to alter your memorandum of articles of association accordingly.
Company registration rights
3.Convene a board meeting after giving not less than 7 days notice to every director of the company at his registration address with the company. Such notice shall be sent by hand delivery or by post or by electronic means.
The meeting is to decide for modification and also as to which of the following ways is to be adopted for modification.
(a) either by obtaining written consent of holders of not less than three-fourths of the issues shares of the class concerned.
(b) by calling a separate written consent of holders of the issued shares of the class concerned and to pass a special resolutions threat.
4. Every company officer is punishable with a fine of Rs.25,000.
5. Give 21 days prior notice to the recognized stock exchange which are listed your company shares, of any such proposed modification of the rights attached to any class of shares.
6. If the board approves the procedure as mentioned in Item 3 (a) above, then :
(a) Approve the registration procedures for circulation among the shareholders concerned.
(b) Circulate the same and obtain the approval in writing of at least the above number of shareholders.
(c) Register the resolution, so approved, with the concerned ROC in Form No. MGT-14 within 30 days of passing. After paying the fees as prescribed under rule 12 of the companies (Registration offices and fees) rules 2014.
Company Registration modify rights
7. The said form is registered electronically and copy the particular resolution. The explanatory statements are registered with the said form.
8. The said form is digitally signed by their company directors.
9. The said form is verified by a cost accountant or a company secretary.
10. If the boards approves the procedure as mentioned in Item 3(b) above then :
(a) Fix up in the board meeting, agenda, place, time and date for the meeting to pass the declaration for the same registration as mentioned.
(b) Issue notices in or through electronic mode in the manner prescribed under rule 18(1) and 18 (2) of the companies (Administration and Management) rules 2014. It is not less than clear 21 days before the date of the meeting.
If your company is listed or is a company having not less than 1000 shareholders. Your company shall provide it members. The facility to exercise their right to vote at meetings by electronic means.
(c) The aforesaid special resolution is passed only through postal ballot.
(d) File the special declaration with explanatory statement with the concerned ROC in Form No.MGT-14 within 30 days of passing. After paying the fees as prescribed under rule 12 of the companies (Registration offices and fees) rules 2014.
11. Follow the steps given in Item Nos 7,8 and 9 above for e-filing the special resolution.
12. Make an application to the stock exchange with your company shares are listed for listing of securities as changed. If your company is a listed company.
13. Remember that if default is made in complying with registering the particular declaration with the ROC as mentioned aforesaid. Before the expiry of the period specified under section 403 with extra fees. The company is punishable to pay a fine is not less than Rs.5,00,000.
Company Registration Shares
14. The shareholders of the class concerned, holding, in the aggregate, not less than 10% of the issued shares of that class to vote in favour of the declaration for the registration may within 21 days.
After the date on which the registration consent was given, or the resolution passed, apply to the Tribunal by petition to have the registration cancelled.
15. Your company, with in 30 days of the order of the tribunal, must file the order copy with the related `ROC.
16. If it fails adopts with the same requirement of filing the order. The company shall punishable with a fine of Rs.5,00,0000. The fine amount must be paid in the registered office in Coimbatore, Salem, Madurai and Chennai.
17. The offenses mentioned in Item Nos.4 and 13 are compoundable by the Tribunal or any officer authorized by the government as the case may be under section 441 (1) (b) of the 2013 act.
18. The provisions of section 43(a) of the 2013 act with regard to having equity shares with voting or with differential rights as to dividend, voting or otherwise.