Checklist for ALTERATION OF MoA Clause

ALTERATION OF THE MEMORANDUM WITH RESPECT TO NAME CLAUSE

Check whether;

(i)   the company had obtained the availability of new name from the Registrar of Companies;

(ii)  the Board of Directors had called and held the general meeting within six months of the date of Registrar's approval about the availability of name;

(iii) the company lias passed the special resolution for the change of name and obtained approval of the Central Government (Registrar of Companies) in this respect;

(iv) the company has electronically filed with the Registrar of Companies certified true copy of the special resolution along with the relevant explanatory statement and a copy of the

approval issued by Lhe Registrar of Companies making the new name available with the company;

(v)   the ROC has issued a fresh Certificate of Incorporation incorporating the alterations conse­quent to change of name;

(vi)   every copy of memorandum issued after the date of alteration is in accordance with the al­teration;

(vii)   the name has been painled/affixed/prinled on the name board, business letters, bill heads, Memorandum and Articles; and

(viii)   new common seal has been adopted by the Board.

Paragraph 29.—The company has altered the provisions of the Memorandum with respcct lo share capital of the company during the year under scrutiny and complied with the provisions of the Act..

Prescribed Check List

ALTERATION OF MEMORANDUM WITH RESPECT TO SHARE CAPITAL

Check whether:

(i)   the Articles of Association authorise the alteration of share capital;

(ii)     the Board of directors have passed a resolution approving the alteration of capital as above; (lii) the company had called and held the general meeting and obtained approval of the company

in general meeting by an ordinary resolution for the alteration;

(iv)   the company has electronically filed e-Form No. 5 and e-Form No. 23 (if the articles are amended), with the ROC; and

(v)   every copy of Memorandum and Articles issued after the date of alteration is in accordance with the alteration.

ALTERATION OF OBJECTS

 Prescribed Check List [as per ICSI’s Guidance Note, August, 2003]

Check whether the provisions of the Memorandum with respect to the objects of the company was al­tered during the year. If so, check whether:

(a)     the company has electronically filed with the ROC in e-Form No. 23 the special resolution passed by the company within one month from the date of such resolution;

(b)    the ROC issued certificate registering alterations; and

(c)     the alterations had been incorporated in all the copies of the Memorandum.

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