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Question
Study the following case/situation and express your opinion:
XYZ Ltd co. sent notice of its Annual General meeting to its members. In the meeting a resolution is to be passed on altering the Articles of Association.
- Should agenda also be sent with Notice?
- What type of resolution is needed to alter the Articles?
- Should the resolution for altering articles be filed with registrar of companies?
Solution
- The agenda should accompany the Annual General Meeting announcement. The Companies Act, 2013 requires members to be notified of meeting processes, including special resolutions. Changes to the Articles of Association are crucial and must be mentioned in the agenda for openness and compliance.
- Company Articles of Association (AOA) must be changed by Special Resolution. Section 14 of the Companies Act, 2013 requires a 75% majority of voting members at the AGM or EGM to enact a resolution.
- The Registrar of Companies must receive the special resolution to change the Articles of Association. Section 14 of the Companies Act, 2013 requires the firm to submit Form MGT-7 (Annual Return) and Form MGT-14 with the certified copy of the resolution within 30 days of passing it.
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Group B |
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a |
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