MOA and AOA of Companies Act, 2013

[mayank joshi]

Dear All Professionals,

While going though Schedule I of Companies related with MOA and AOA .  There is change in the format of MOA and AOA. Mainly changes Table C and Table F.  Whether existing Companies need to change/alter MOA and AOA ?  As of my opinion, every Company has to change/alter MOA and AOA.  I remembered that when there was amendment came in year 2002, every Company had changed AOA.

Kindly guide us.

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With Best Regards,

Mayank Joshi

[Vivek Hegde]

Dear Mayank,

Yes. Even I feel all the Companies need to align their MOA and AOA with the new Act, 2013. Some clarification required from MCA on the time period within which it has to be carried out. Also old statutory registers have to be discarded and new registers have be replaced.

Warm Regards

CS Vivek Hegde,B.com, ACS, CWA

Vivek Hegde & Co.
Company Secretaries
No. 2034, 26th Cross, K.R.Road
Banashankari II Stage, Behind 

Sevakshetra Hospital

Bangalore-560070
Mob : 09900898223

Off: 080 26710677

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[Parameshwar Bhat]

Hi Vivek 

I do not think so because if you see the definition of Memorandum and Articles, they used the word as follows:

as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act; 

If you interpret the above lines, the Companies Act, 2013 will not mandate the Companies to amend their MOA & AOA.

--
?Thanks and Regards 

CS Parameshwar Bhat
B.Com,LLB,ML,ACS,MBA
Company Secretary

Bangalore

Mobile: 9449134152

IMPORTANT

 This communication (including any accompanying attachments) is intended only for the use of the addressee(s) and contains information that is privileged and confidential.  Unauthorized reading, dissemination, distribution or copying of this communication is prohibited.  If you have received this communication in error, please notify us immediately by telephone at +91-9449134152 or email at parameshw...@gmail.com  and promptly destroy the original communication.

 

 

[Vivek Hegde]

Dear Parameshwar,

Yes. I agree with you to some extent.

Section 5 (9) relating to articles says 'nothing in this section shall apply to the articles of a company registered under any previous company law unless amended under this Act.

That mean if you propose to alter the articles for any reason under the provisions of CA 2013, they you have to comply with Section 5.

Warm Regards

CS Vivek Hegde,B.com, ACS, CWA

Vivek Hegde & Co.
Company Secretaries
No. 2034, 26th Cross, K.R.Road
Banashankari II Stage, Behind 

Sevakshetra Hospital

Bangalore-560070
Mob : 09900898223

Off: 080 26710677

[Parameshwar Bhat]

Hi Vivek

Correct...According to my understanding, if we are amending the existing Articles of Memorandum after 1st April, 2014 for any reason, we need to incorporate all the changes required under the new Act otherwise no need of amendment only to incorporate the provisions of new Act.

[Jayashree Chandrasekaran]

Dear friends,
I subscribe to the views of Mr.Parameshwar Bhat
Jayashree

On 4/9/14, Parameshwar Bhat <parameshw...@gmail.com> wrote:
> Hi Vivek
>

> Correct...According to my understanding, if we are amending the existing
> Articles of Memorandum after 1st April, 2014 for any reason, we need to
> incorporate all the changes required under the new Act otherwise no need of
> amendment only to incorporate the provisions of new Act.
>
>
> On Wed, Apr 9, 2014 at 12:16 PM, Vivek Hegde
> <vivekhe...@gmail.com>wrote:
>
>> Dear Parameshwar,
>>
>> Yes. I agree with you to some extent.
>>
>> Section 5 (9) relating to articles says 'nothing in this section shall
>> apply to the articles of a company registered under any previous company
>> law unless amended under this Act.
>>
>> That mean if you propose to alter the articles for any reason under the
>> provisions of CA 2013, they you have to comply with Section 5.
>>
>>
>>
>>
>>

>> *Warm RegardsCS Vivek Hegde,B.com, ACS, CWA*
>>
>> *Vivek Hegde & Co.*

>> Company Secretaries
>> No. 2034, 26th Cross, K.R.Road
>> Banashankari II Stage, Behind
>> Sevakshetra Hospital
>> Bangalore-560070
>> Mob : 09900898223
>> Off: 080 26710677
>>
>>
>> On Wed, Apr 9, 2014 at 12:09 PM, Parameshwar Bhat <
>> parameshw...@gmail.com> wrote:
>>
>>> Hi Vivek
>>>
>>> I do not think so because if you see the definition of Memorandum and
>>> Articles, they used the word as follows:
>>>

>>> *as originally framed or as altered from time to time or applied in
>>> pursuance of any previous company law or of this Act; *

>>>
>>> If you interpret the above lines, the Companies Act, 2013 will not
>>> mandate the Companies to amend their MOA & AOA.
>>>
>>>
>>> On Wed, Apr 9, 2014 at 11:37 AM, Vivek Hegde
>>> <vivekhe...@gmail.com>wrote:
>>>
>>>> Dear Mayank,
>>>>
>>>> Yes. Even I feel all the Companies need to align their MOA and AOA with
>>>> the new Act, 2013. Some clarification required from MCA on the time
>>>> period
>>>> within which it has to be carried out. Also old statutory registers have
>>>> to
>>>> be discarded and new registers have be replaced.
>>>>
>>>>
>>>>

>>>> *Warm RegardsCS Vivek Hegde,B.com, ACS, CWA*
>>>>
>>>> *Vivek Hegde & Co.*

>>> *?**Thanks and Regards*

>>>
>>> CS Parameshwar Bhat
>>> B.Com,LLB,ML,ACS,MBA
>>> Company Secretary
>>> Bangalore
>>> Mobile: 9449134152
>>>
>>> [image: gogreen.jpg]
>>>

>>> *IM**PORTANT*

> *?**Thanks and Regards*

>
> CS Parameshwar Bhat
> B.Com,LLB,ML,ACS,MBA
> Company Secretary
> Bangalore
> Mobile: 9449134152
>
> [image: gogreen.jpg]
>

> *IM**PORTANT*

>
> This communication (including any accompanying attachments) is intended
> only for the use of the addressee(s) and contains information that is
> privileged and confidential. Unauthorized reading, dissemination,
> distribution or copying of this communication is prohibited. If you have
> received this communication in error, please notify us immediately by
> telephone at +91-9449134152 or email at parameshw...@gmail.com and
> promptly destroy the original communication.
>
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> Mail your comments, feedback and suggestions on CSMysore to Moderator:
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> You received this message because you are subscribed to the Google Groups
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C.JAYASHREE
PARTNER
S.GANESH&ASSOCIATES
CHENNAI
98840 17120

[mayank joshi]

Dear friends,

You both are correct.  It means that if you alter any article now, the Company need to change whole set of AOA otherwise no need to change AOA

Please clarify.

[Parameshwar Bhat]

Dear Mayank

Yes... you are right....

[Neena Deshpande]

Dear Sir,

According to my view, we have to amend the AOA now. Because many provisions like definition of private company, borrowing powers, video conference meetings, AGM, EGM etc. have to be amended or added in AOA as per new Companies Act. 

MOA can continue as it is unless there's a change in any of its Clauses. 

Neena 

Neena Deshpande & Co.
Company Secretaries
Sutravihar Society, 'Basement', B Wing,
Nr. Shubhamkaroti Hall, Behind New English School
Naupada, Thane (W) 400602
Contact # 92233 93811
67936407 / 25422236

[Sheela Arvind]

Hi,

As the Act overrides memorandum, articles etc. as per Sec. 6, it is not necessary to alter.

[BalaJi Srivastava]

Dear All,

Do we have any notification in this regard, as to within what time limit the MOA and AOA of the company needs to be altered???

Thanks and Regards,

Balaji Srivastava
Mobile: +91 (0)987-316-9769
Email:bbala...@gmail.com

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[VIMAL SHARMA Compliance]

See RIL's Annual Report

[BalaJi Srivastava]

wat for??

Thanks and Regards,

Balaji Srivastava
Mobile: +91 (0)987-316-9769
Email:bbala...@gmail.com

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[CS Vikram Jhawar]

Dear Professionals,

I have query regarding MOA and AOA.

I have filled incorporation documents. Yesterday Form INC 7 came for resubmission.and the issue was that Witness should be in proper language. Today I met at concerned person to ROC and he provide the witness matter.

My query is When the subscriber will signed the Subscriber sheet again then the date should be of today's or the same date which I write earlier. If I write today's date then whether there will be any issue if the other documents are of earlier date.

Thanks in Advance

Regards,

 

CS. Vikram Jhawar

V. JHAWAR & CO. ǀ Company Secretaries

 

1855,Wazir Singh Street ǀ 2nd Floor,Allahabad Bank Building ǀ 

Paharganj New Delhi 110055  

Mobile: +91 9999896620 / 8375091894

www.vjhawar.com

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“Please take care of the environment, print only if necessary”

DISCLAIMER: The information contained in this communication (including attachments) is intended solely for the use of the individual or entity to whom it is addressed and others authorized to receive it. It may contain confidential and/or legally privileged information. If you are not the intended recipient, please notify me immediately by responding to this mail and then delete it from your system and do not disclose, copy, distribute or take any action in reliance thereof. Any action to the contrary is prohibited and may be unlawful.

[BalaJi Srivastava]

Friend this is a mere rectification of statement. Therefore the date should be the original date of signing the subscription.

Thanks and Regards,

Balaji Srivastava
Mobile: +91 (0)987-316-9769
Email:bbala...@gmail.com

CONFIDENTIALITY NOTICE:
The contents of this e-mail are confidential to the ordinary user of the e-mail address to which it was addressed and may also be privileged. If you are not the addressee of this e-mail you may not copy, forward, disclose or otherwise use it or any part of it in any form whatsoever. If you have received this e-mail in error please e-mail the sender by replying to this message.

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[CS Vikram Jhawar]

Thank You very much balaji.

But subscriber are signing again.So are you sure the date should be original one.

[Manoj Singh Bisht]

subscribers sheet should be once again signed by the subscribers and witness.

Thanx.

[CS Vikram Jhawar]

Manoj Sir,

What about the date whether it should be earlier one or today's date

[Manoj Singh Bisht]

date of signing. if they sign today, then today.

[Ravi Hegde]

Dear Vikram,

    It should be earlier date.

Best Regards,
CS Ravi Hedge
Cell 7760073100

[BalaJi Srivastava]

Dear all,

Not to elongate this. The SS must be as on old date as toc has marked for rectification kindly.

--

Best Regards,
CS Ravi Hedge
Cell 7760073100

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