14th November:

1. Memorandum of Association (Charter of the Company)

a. Name CLause
b. Liability Clause
c. Registered Office Clause
d. Objective Clause
a. Main objective
b. Ancillary /Incidental objectives
c. Other Objectives
e. Capital Clause
f. Association Clause(list of the shareholders)

Alteration of the Articles of Association:

Special Resolution & Ordinary Resolution

Change in name needs a Fresh incorporation should be obtained from the ROC.

2. Articles of Association:
It regulates the internal management of a company. It includes printing,. Table A can be
adopted in order to prepare AOA.

Contents of Articles:

1. Issue of shares
2. Buy back of shares
3. Meeting f companies
4. Proxy
5. Minutes and reports
6. Managerial persons
7. Director, MD
8. Auditor & Secretary
9. Other managerial decisions
10. Dividends
11. Unclaimed dividends
12. Winding up of a company

Constructive notice of MOA/AOA

Buy back of the shares: 77A, 77AA, 77B.

Section 77: No company can buy the shares of its own company.
 1. Every public ltd company having the capital shareholders liability is limited by guarantee after
the commencement of the business not less than 1 month, not more than 6 months, there
should be a meeting called statutory meeting.
2. This is the only meeting which will be held once during the lifetime of the company.
3. Inca se of a pvt company, this meeting is not compulsory, in case of default the fine is 5000 rs.
After giving reasonable fine ROC can proceed for compulsory winding of the company.

Contents of the statutory report:

1. Amount received on the allotment of shares

2. Abstract of receipts and payments.
3. Qualification shares of Board of director
4. Calls in arrears
5. Managing Director
6. Auditor & company secretary
7. Underwriter & Broker
8. Adoption of the preliminary contracts
9. Any other information required by ROC

Annual General Meeting:

1. 1st AGM should be within 18 months.

2. Between the 2 AGMs there shouldn’t be a gap of more than 15 months. ROC makes sure it
doesn’t exceed more than 3 months after the 15 months.
3. Accounts should be published in the 6 months should be put in the AGM.
4. For all the business transactions in the business there should be 1 AGM in one year.

Emergency General Body:

1. Board of Directors
2. BOD association to the requisitionist.
3. Requisitionist by themselves.

Requisites of valid meeting:

1. Proper Authority
2. Notice
3. Quorum
4. Proxy
5. Chairman
6. Resolution
7. Voting & polling
 8. Minutes & Reports
9. Agenda

Legal representative deceased shareholders

Official receiver of the shareholder