Amending the objectives of a company necessitates the modification of its Memorandum of Association, a procedure governed by Section 13 of the Companies Act 2013, which applies to all companies. This section stipulates that altering the company's objectives requires a special resolution, and upon such approval, the Registrar is obliged to register any changes to the memorandum pertaining to the company's objectives and provide certification of the registration.
The Object clause delineated in the Memorandum of Association elucidates:
The objectives outlined in a company's Memorandum of Association confine its operational scope. Consequently, altering these objectives becomes imperative in the following scenarios:
To amend its main object or ancillary objects, a company must adhere to the following process:
At the board meeting, approve the object clause by passing a resolution. During the meeting, a director or the company secretary will have the authority to sign, certify, and submit the necessary paperwork to the RoC. Additionally, the Extra Ordinary General Meeting of members' date, time, and location will be determined by the Board of Directors.
Members will approve a special resolution at the EGM. It is received the members' response to the special resolution. Notice should be sent to all members with specific required information. The resolution is passed once this notice is distributed.
For further processing, the company and its director(s) must file the form MGT-14 with the RoC. The form must have a few more documents attached for the same.
Should the industry code change and the CIN number changes as well, the RoC will reissue the company's certificate of incorporation.
The company needs to make sure that every copy of the MoA has the object clause in it once the RoC issues the incorporation certificate.