Shifting of registered office shall not be allowed where any inquiry, inspection or investigation has been initiated under the Act against the company or any prosecution under the Act is pending against the company. According to Section 20, a company cannot alter the condition contained in its memorandum except in the cases and in the mode and to the extent for which express provision is made by law. Other conditions, if any, imposed by the Company Law Board at the time of sanction. The difference between issue price and face value is called premium. A meeting of directors should be held to consider the proposal for bonus issue and the proportion in which the same should be issued. Above procedure of postal ballot, newspaper advertisement and exit opportunity to dissenting shareholders shall not apply a where money is raised by a company from public by issue of prospectus and has got those money fully utilised; and b where the company has not raised any money from public. Upon the expiration of the Initial Term of this Lease, Tenant shall have the option to remove such alterations, decorations, additions or improvements made by it, provided any damage to Premises resulting from such removal is repaired.
The direction of the Central Government is required to be complied with, within a period of 3 months from the date thereof. Article shared by : Alteration in the capital clause of Memorandum of Association of a company may be of the following types: 1. To write off preliminary expenses of the company. Disclaimer: This write up is intended to start academic discussion on few significant interpretations under Companies Act, 2013. Filing of order of the Central Government for shifting of registered office. Send notice of the General meeting proposing the aforementioned special resolution to all the shareholders, directors, auditors and other persons entitled to receive it, by giving not less than clear 21 days notice or shorter notice,if consent for shorter notice is given by at least 95% of members entitled to vote at such meeting, either in writing or through electronic mode in accordance with Section 101 of the Act. The court must look after the interest of shareholders and creditors.
Should the tenant ask for a warranty from the landlord in the lease that they do not? Main Point Take Into Consideration Ø Individual resident of India, ØWhose Total Income is up to Rs. Altered Memorandum of Association; d. Name shall be reserved for 60 days from the date of approval of name. The Tenant's Alterations Checklist is a specific laundry list that tenants and landlords might wish to consider during negotiations that focus upon alterations issues. Then Leave of absence is Granted or Not. All alterations, changes, and improvements built, constructed, or placed on the demised by Lessee, with the exception of fixtures removable with out damage to the premises and movable personal property, shall, unless otherwise provided by written agreement between Lessor and Lessee, be the property of Lessor and remain on the demised premises at the expiration or sooner termination of this lease.
Lessee shall make no alterations to the building on the demised premises or construct any building or make other improvements on the demised premises without prior written consent of Lessor. The company cannot demand the payment of money on the shares to that extent during its life time. Every Alteration made in the memorandum of the company shall be noted in every copy of the Memorandum of Association. For alteration of any of the clauses of Memorandum, consent of members by way of Special Resolution is required. In order to submit a comment to this post, please write this code along with your comment: 3df747081472a4ba4c1cb7393be3e182.
Alteration of Liability Clause in Memorandum of Association The liability clause can be altered only when a public company is converted to a private company. In addition, with respect to the Convention Center Project and the Tower Project, to the extent such projects are pursued, Borrower agrees to cause Mortgage Borrower to i diligently pursue each such project to completion in a timely manner, subject to delays arising from Force Majeure events, ii cause the work to be performed in connection with each such project in substantial conformance with the plans and specifications for such project, and otherwise in conformity with the Mortgage Loan Agreement, each Senior Mezzanine Loan Agreement and this Agreement, iii provide Lender with reasonably detailed monthly progress reports and such information as Lender shall reasonably request from time to time regarding the status of the Convention Center Project and the Tower Project, iv upon the substantial completion of each such project, provide Lender with evidence of the substantial completion of each such project, copies of final unconditional lien waivers from the general contractors, construction managers or subcontractors for such project if requested by Lender and evidence of the final payment of all amounts due in connection with each such project, and a title search for the affected Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, and v upon final completion of each such project, provide Lender with a final survey acceptable to Lender showing the as-built location of the completed Improvements and all easements appurtenant thereto, and as-built plans and specifications for Lenders file and a certificate of occupancy to the extent issued by the relevant Governmental Authority. No alteration of object clause of Memorandum of Association shall have any effect until it has been registered in accordance with the provisions of this section. Author accepts no responsibility whatsoever and will not be liable for any losses, claims or damages which may arise because of the contents of this write up. In these circumstances the court may order the members to pay upto the original nominal value of the shares held by them. Memorandum of association contains following clauses: a Name of the Company, b State of India where registered office of the company is situated, c Main objects of the Company and matters considered necessary in furtherance thereof, d Liability of members of the company; and e Authorised share capital of the company.
The form also ensures that the equipment lessor will not face competing claims against the equipment from the landlord under the lease if the tenant defaults and the landlord is in the process of evicting the tenant. Reserve Capital or Reserve Liability: By Reserve Capital we mean that amount which is not callable by the company except in the event of the company being wound up. Tenant shall have the right to remove the same at any time during the term of this Lease provided that all damage to the Leased Premises caused by such removal shall be repaired by Tenant at Tenant's expense. For the purpose of enlarging or changing the local area of its operations. Pass special resolution for alteration of Object clause of Memorandum of Association by means of Postal Ballot only Pl.
The company shall then file with the Registrar a certified copy of the confirmation by the Regional Director, within 2 months from the date of confirmation, together with a printed copy of the Memorandum of Association as altered. It shall be deemed reasonable for Sublandlord to disapprove or condition any alteration disapproved by, or as to which similar conditions are imposed by, Landlord whether or not reasonable. For the purpose of amalgamating with any other company. For this purpose, the company has to make an application to the Regional Director for confirmation. Provisions relating to alteration of Memorandum The following are the provisions related to alteration in Name Clause, Objects Clause, Liability Clause, Capital Clause and Subscription Clause.
If the articles do not give this power to the company, they may be altered by special resolution to enable the company to reduce its share capital. It is to be noted that change of name will neither affect any rights or obligation of the company nor render any legal proceedings by or against the company defective in any way. Dear Professional Colleague, This Article contains the procedure for change in Object clause of the Company under Companies Act, 2013 with detailed documentation required. Right Shares: As per Section 81 of the Companies Act, when the unissued portion of the authorised capital is not issued earlier but is issued now, then the existing shareholders of the company have a first right to get them. Section 34 provides that the liability of the members cannot be increased without their consent. Landlord shall not be required to notify Tenant of whether it consents to any alteration, addition or improvements until it a has received plans and specifications therefore which are sufficiently detailed to allow construction of the work depicted thereon to be performed in a good and workmanlike manner, and b has had a reasonable opportunity to review them. Change of Registered Office in the same Town or Village A mere resolution of the Board of Directors is enough for the change.
After passing special resolution, file a certified copy of special resolution with the Registrar in E- Form No. The Lease Clause Critique covers a pro-landlord alterations clause for office buildings. This will happen when a creditor entitled to object to the reduction has been left out of the list of such creditors by reason of his ignorance of the proceedings and the company is unable to pay the amount of his debt. Reduction under item 1 and 2 will reduce the funds available to the creditors. Central Government may put terms and conditions while granting the approval, including order as to costs.
The Waiver and Consent that follows is a form used by many equipment lessors that furnish telephone, telecommunications or computer equipment to tenants in office buildings. Restriction on Purchase by a Company of its Own Shares: According to section 77, it is not open to a company, whether public or private to purchase its own shares, for it involves a reduction in capital which is not allowed except when the capital of the company is legally reduced in pursuance of Sections 100 to 104 or Section 402. Apart from that rule of thumb, rights to alter the premises are all subject to negotiation between the landlord and the tenant. If the acceptance does not reach within the prescribed time then it is assumed that they do not accept the shares offered. As per section 13 9 The Registrar shall register any alteration of the Memorandum with respect to the objects of the company and certify the registration within a period of thirty days from the date of filing of the Special Resolution in accordance with clause a of sub-section 6 of this section. Notice for convening the General Meeting of the Company c.