Increasing Capital & Alteration of MOA - Special Resolution OR Ordinary resolution.

[Ganapati Ghatti]

Dear Learned Members,

Provisions of Sec 13(1) provide that 

"Save as provided in section 61, a company may, by a special resolution and after complying with the procedure specified in this section, alter the provisions of its memorandum."

Now my query is when we didn't alter AOA, is it necessary to pass Spl Resolution.? Whether Form MGT 14 is required.?

Thank you

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Ganapati Ghatti

Mobile: +91-8970797164

[GIRISH KUMAR]

Dear Ganapati,

If the changes relating to name, shifting registered office (one city to other city or state to state) and main objects of the Company, then need to pass special resolution.

With regards

Girsh S Marpalli

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[manjul mishra]

Dear Member,

                    If you didn't alter your AOA and you are just altering the capital clause of MOA, in this case passing of Ordinary Resolution is sufficient compliance, i.e. you need not to file MGT-14 for this purpose. 

[garima vishnoi]

Since you are only altering capital clause of MOA by means of OR hence u need not file MGT 14

[manjul mishra]

Kindly consider that amendment in MOA by way of passing S.R. is required when there is change in particular clause of MOA like alteration in Name Clause or alteration in Registered Office Clause, as provided in section 13, while amendment in capital clause of MOA for the purpose of increasing authorized share capital is governed by section 61, which is silent about the nature of Shareholder's Resolution. 

On Friday, July 3, 2015 at 5:34:01 PM UTC+5:30, CS G M Ghatti wrote:

[Ganapati Ghatti]

But what about the provisions of Sec 13(1).? 

[garima vishnoi]

Hi,

Amendment in Memorandum of Association by way of passing Special Resolution is required only when there is a change in particular clause of MOA like alteration in name clause or alteration in registered office clause, as envisaged in Section 13.

Any Amendment in capital clause of Memorandum of Association for the purpose of increase in authorized share capital is exclusively governed by Section 61 of the Companies Act, 2013 and section 61 is silent about the nature of shareholders’ resolution. Hence, the alteration requires an Ordinary Resolution to be passed at a GM. Beforehand it should be ensured that there is an express provision in AOA for such alteration. else you will need to alter AOA first by passing SR.

In you case where only Capital Clause of MOA is being altered passing of OR at GM is sufficient and filing of MGT 14 is not required.

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With Kind Regards

Garima Vishnoi

Company Secretary
9540992717

[Ganapati Ghatti]

Thank you Ms. Garima.

[garima vishnoi]

Most Welcome Friend:)