Companies Act Section 378H — Amendment of memorandum
CHAPTER XXI
Commercial / Corporate
Summary
Sub-section (1) states that a Producer Company cannot change the conditions in its memorandum except in the cases, by the mode, and to the extent that this Act specifically provides for.
Sub-section (2) states that a Producer Company may change the objects stated in its memorandum by passing a special resolution, as long as that change is not inconsistent with section 378B.
Sub-section (3) states that a copy of the amended memorandum, along with a copy of the special resolution, both certified by two directors, must be filed with the Registrar within thirty days from the date the resolution is adopted. The proviso to this sub-section states that if the registered office of the Producer Company is transferred from the jurisdiction of one Registrar to another, certified copies of the special resolution must be filed with both Registrars within thirty days, and each Registrar must record it. After that, the Registrar from whose jurisdiction the office is transferred must immediately forward all documents relating to the Producer Company to the other Registrar.
Sub-section (4) states that any change in the memorandum relating to moving the registered office from one State to another will not take effect unless it is approved by the Central Government, on an application made in the form and manner that may be prescribed.
Sub-section (1) of section 378-I states that any amendment to the articles must be proposed by at least two-thirds of the elected directors or by at least one-third of the Members of the Producer Company, and then adopted by the Members through a special resolution.
Sub-section (2) of section 378-I states that a copy of the amended articles, along with a copy of the special resolution, both certified by two directors, must be filed with the Registrar within fifteen days from the date the amendment is adopted.
Official Text
(1) A Producer Company shall not alter the conditions contained in its memorandum except in the cases, by the mode and to the extent for which express provision is made in this Act.
(2) A Producer Company may, by special resolution, not inconsistent with section 378B, alter its objects specified in its memorandum.
(3) A copy of the amended memorandum, together with a copy of the special resolution duly certified by two directors, shall be filed with the Registrar within thirty days from the date of adoption of any resolution referred to in sub-section (2):
Provided that in the case of transfer of the registered office of a Producer Company from the jurisdiction of one Registrar to another, certified copies of the special resolution certified by two directors shall be filed with both the Registrars within thirty days, and each Registrar shall record the same, and thereupon the Registrar from whose jurisdiction the office is transferred, shall forthwith forward to the other Registrar all documents relating to the Producer Company.
(4) The alteration of the provisions of memorandum relating to the change of the place of its registered office from one State to another shall not take effect unless it is approved by the Central Government on an application in such form and manner as may be prescribed. 378-I. Amendment of articles.—
(1) Any amendment of the articles shall be proposed by not less than two-thirds of the elected directors or by not less than one-third of the Members of the Producer Company, and adopted by the Members by a special resolution.
(2) A copy of the amended articles together with the copy of the special resolution, both duly certified by two directors, shall be filed with the Registrar within fifteen days from the date of its adoption.