Alteration of AOA by deletion of Article - SR

Special Resolution for alteration of Article of Association by deleting an existing article

RESOLVED THAT Articles of Association of the Company be and are hereby altered by deleting article ..................... of the articles of association of the company.

RESOLVED FURTHER THAT after deletion, the existing Articles No. _________ to ___________be renumbered as Article No. _________ to __________

“RESOLVED FURTHER THAT any one of the Director of the Company be and is authorised to sign and file all the e-forms and other documents with any statutory authorities and to do all such acts, deeds, things and matters as may be required or necessary in this matter on behalf of the Company.”

Change of Name upon Conversion - SR

Special Resolution for Change of Name of a Company upon Conversion from Private Company into Public Company pursuant to Section 4, 13(2) and 16 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 4, 13, 16 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modifications or re-enactment thereof for the time being in force) and subject to the requisite approval of the Registrar of Companies, the consent and approval of the Company be and is hereby accorded to change the name of the Company from “_________ Private Limited” to “____________ Limited.”

RESOLVED FURTHER THAT the name ‘___________ Private Limited’, wherever it occurs in Memorandum and Articles of Association of the Company be substituted by the name ‘____________ Limited’ or any other name, as may be approved by ROC.

“RESOLVED FURTHER THAT any one of the Director of the Company be and is authorised to sign and file all the e-forms and other documents with any statutory authorities and to do all such acts, deeds, things and matters as may be required or necessary in this matter on behalf of the Company.”

Change of Name of Company - SR

Special Resolution for Change of Name of a Company pursuant to Section 4, 13 and 16 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 4, 13, 16 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modifications or re-enactment thereof for the time being in force) and subject to the requisite approval of the Registrar of Companies, the consent and approval of the Company be and is hereby accorded to change the name of the Company from “_________ Private Limited” to “____________ Advisors Private Limited” or any other name as may be approved by the Registrar of Companies, Mumbai.”

“RESOLVED FURTHER THAT the name ‘___________ Private Limited’, wherever it occurs in Memorandum and Articles of Association of the Company be substituted by the name ‘____________ Private Limited’ or any other name, as may be approved by ROC.”

“RESOLVED FURTHER THAT any one of the Director of the Company be and is authorised to sign and file all the e-forms and other documents with any statutory authorities and to do all such acts, deeds, things and matters as may be required or necessary in this matter on behalf of the Company.”

Conversion of Private Company into Public Company - SR

Special Resolution for conversion of Private Company into Public Company

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013, the company be and is hereby converted into a public company;

RESOLVED FURTHER THAT the name of the company be and is hereby changed from ___________ Private Limited to ________________ Limited; and

RESOLVED FURTHER THAT the regulations contained in the document submitted for consideration and approval of this meeting, and initialled by the chairman of the meeting for the purpose of identification, be and are hereby approved and adopted as the articles of association of the company in substitution for, and to the exclusion of, the present articles of association of the company.”

Explanatory Statement

The Board of directors of the company, at its meeting held on _____________, discussed the pros and cons of a public limited company and a private limited company, and decided to convert the company into a public limited company and also decided that the present articles of association of the company, which were adopted by the company when it was incorporated as a private limited company, be also substituted by a new set of articles.

Since the proposed alterations, deletions, insertions etc. to the present articles of association were numerous, the Board decided that it would be convenient to adopt an altogether new set of articles of association incorporating all the proposed alterations.

Your directors commend the proposed special resolution for your consideration and adoption of the new set of articles of association of the company in place of the existing articles of association of the company.

None of the directors is concerned or interested in the proposed resolution.

Alteration of Article of Association by deletion of article - SR

Special Resolution for altering article of association of a company by deletion of an article pursuant to Section 14 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013, read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Articles of Association of the Company be and are hereby altered by deleting article ____________ of the articles of association of the company.

RESOLVED FURTHER THAT after deletion, the existing Articles No. _____ to _____ be renumbered as Article No. _____ to _____.

RESOLVED FURTHER THAT any one Director of the Company and Company Secretary of the Company be and is hereby severally authorized to sign all such forms and returns and other documents and to do all such acts, deeds and things as may be necessary to give effect to the above resolution.” 

To incorporate entrenchment provisions in Article of Association - SR

Special Resolution to incorporate entrenchment provisions in Article of Association of a Company

“RESOLVED THAT pursuant to provisions of Section 5(4) and all other applicable provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the consent of the members of the company be and is hereby accorded for adoption of Table F as its Articles of Association except for inclusion of certain entrenchment provisions and that Table F shall apply to the Company except in so far as they are not inconsistent with any of the provisions contained in the Articles and except in so far as they are herein after expressly or impliedly excluded or modified.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of directors be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary or expedient and to settle any question, difficulty or doubt that may arise in this regard, as the Board of Directors in its absolute discretion may deem necessary or desirable and its decision shall be final and binding.”