According to sub – section (8) of Section 13 of the Companies Act 2013 discussed earlier here, a Company, which has raised money from public and has a unutilised amount out of money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution is passed by the company.
The prescribed details in respect of this special resolution shall be published in newspapers (one in English and another in local language) which are in circulation at place where registered office of the company is situated. These details shall also be placed on the Website of the company, if any. These details shall indicate the justification for such change in objects of the company.
All dissenting shareholders shall be given an opportunity to exit by the promoters and shareholders having control of the company. This opportunity shall be given in accordance with regulation specified by the Securities and Exchange Board of India (SEBI).
In case of all other companies, like; one man company, Private Company or a public company which has not raised any money from public or a public company which has raised some money from public but has no unutilised amount out of money so raised, may alter its object clause only by passing a special resolution.
Rule 32 of the Companies Act 2014 elaborate this provision of Section 13(8), where the company has raised money from public through prospectus and has any unutilised amount out of the money so raised, it shall not change the objects for which the money so raised is to be applied unless a special resolution is passed through postal ballot and the notice in respect of the resolution for altering the objects shall contain the following particulars, namely:-
- the total money received;
- the total money utilized for the objects stated in the prospectus;
- the unutilized amount out of the money so raised through prospectus,
- the particulars of the proposed alteration or change in the objects;
- the justification for the alteration or change in the objects;
- the amount proposed to be utilised for the new objects;
- the estimated financial impact of the proposed alteration on the earnings and cash flow of the company;
- the other relevant information which is necessary for the members to take an informed decision on the proposed resolution;
- the place from where any interested person may obtain a copy of the notice of resolution to be passed.
The advertisement giving details of each resolution to be passed for change in objects which shall be published simultaneously with the dispatch of postal ballot notices to shareholders.
The notice shall also be placed on the website of the company, if any.
Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.
AishMGhrana 
Dear Mr. Gahrana,
Under old Companies Act 1956, the ROC were allowing alteration or addition of object in Object clause of MOA only if the same is satisfying any one of the parameters provided in section 17(1) of old Companies Act 1956 like “to carry on its business more economically or more efficiently”, etc.
But no such conditions were found in the new Companies Act, 2013. So does that mean a Company can now add any object in its MOA, which is not in anyway related to the parameters provided in section 17(1) of old Companies Act 1956. For e.g. a Company having main object of providing Consulting Services can add new Object of Manufacturing activity, off course by changing the name of the Company?
What is your take on the same?
Thanks
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Yes, there is no such condition corresponding to Section 17(1) of the Companies Act 1956 found in new Companies Act 2013.
There are two restrictions –
1. Rule 32 of the Companies (Incorporation) rules 2013
2. Requirement of an attachment in Form INC – 24 which read “If change of name is due to change in main activity of the company, a certificate from chartered accountant regarding turnover details from new activity should be enclosed”
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With regard to Rule 32, I believe the same will not applicable to private Company.
Further, when company will go for change in main object clause, ROC will certainly ask for change of name due to proposed business activity to be added in MOA. So, if the Company can start the new business only after the approval of ROC for change in object clause, how the CA certificate for turnover from new activity will be relevant?
Thanks
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Change of “Main Activity” within broad ambit of same “main object” may be the purpose of this requirement.
Any case, I do not see any need of this requirement as such.
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how can we give details of turnover of new activity
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Query not clear.
First, company amend its object clause than turnover from that activity arise.
Every year company file Financial Statements, and annual return, which include turnover.
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Can anyone provide the format of certificate.
please send @ nitindave100@gmail.com
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