1. Convene a Board Meeting the notice of which shall be given by the chief executive in writing to every director for the time being in Coimbatore, India. To every other director at his usual address in India. It is not less than seven days prior to the date of the said meeting. To decide about the alteration of the articles of association. Secretarial Standard (SS)-13 relating to board and committee meetings which shall become mandatory in application effective from July, I,2015. Ensure that the meeting is convened in line with the procedure laid down in SS-l. All other compliance as contemplated in the Standard shall also be complied with. The alter articles of an association is to be managed an registration company.
2. Ensure that the said amendment is proposed by not less than two-third of the elected directors. If an private limited company is to be alter articles then it must be elected by their directors.
3. Also approve in the said board meeting. The draft of the notice of the general meeting thereby fixing the date, time, place and agenda for calling the said meeting. To pass a special resolution to effect the change in the articles. Also ensures that the procedure laid down in SS-24 relating to general meetings. Which is mandatory from July 1, 2015 is complied with.
4. Note that it is the duty of the chief executive of your Producer Company to give notice of the Board Meeting as aforesaid. If he fails to do so, he will be punishable with fine up to Rupees 1,000. if it is an private limited company, the company also punishable to pay some fine.
5. If needed, call the aforesaid board meeting at shorter notice. Record in writing the reasons for calling the said board meeting at shorter notice.
6. See that any such change in the articles of your producer company conforms to the provisions of the Companies Act, 1956. The conditions contained in section 581G of the 1956 Act.
7. Issue notice for the general meeting by offering not less than 21 days’ perceive in writing proposing. The special resolution and explaining inter alia, in the informative term. The implication and reasons for the changes being proposed.
8. The notice shall contain the text of the draft resolution proposing amendment to the articles. It is to be considered at the General Meeting, along with the recommendations of the board of directors.
9. Ensure that the amendment of the articles is proposed by not less than one-third of the members of your Company. In case the said amendment is not proposed by two-third of the elected directors of your Company as mentioned Item No.2 above.
10. Hold the general meeting and pass the Special Resolution by three fourth majorities adopting. The amendment of the Articles of Association. An public limited company may proposed with their members of the company.
11. File the Special Resolution with the concerned ROC6 with Explanatory Statement in e-Form MGT-147 within thirty days of the Companies (Registration Offices and Fees) Rules, 2014.
12. Ensure that the said e-Form is filed electronically. The copy of the Special Resolution. The Explanatory Statement are filed with the said e-Form as attachments. If any company registration is registered. It is filed electronically.
13. The e-Form is digitally signed by the Manager or Managing Director or Secretary of the registration company.
14. The said e-Form is verified by a Chartered Accountant or a Cost Accountant or a Company Secretary. If any company registration is occurred, the above persons may be verified behalf of their company.
15. Remember that if the company fails to file the resolution along with the additional fees. If any, before the expiry of the period of two hundred and seventy days from the date by which it should have been filed. The company shall be punishable with a fine up to rupees twenty five lakhs. Further, every officer of the registration company is punishable with a fine up to rupees five lakhs.
16. File a copy of the amended articles also in e-Form ONL_211 together with a copy of the Special Resolution both duly certified by two Directors. The Registrars of Companies (ROC) within thirty days from the date of its adoption. The registration of your company may be in your Coimbatore registered office.
17. The said e-Form should be filed electronically. Ensure that the special resolution and the amended alter articles are filed with it as attachments. If you are not registered your company in Coimbatore office, then you can refer with your consultants in Coimbatore or any other places.
18. The company director or managing director or secretary or manager is signed the e-Form digitally.
19. Effect the changes in all copies of the Articles of Association. After, the alter articles of your company have their registration at Coimbatore, Madurai, Trichy and Erode registered office in India.
Comapny Registration in Coimbatore, Company Registration in Erode, Company Registration in Karur, Company Registration in Trichy