Professional Documents
Culture Documents
Steps of Alteration:
The following alteration;
(1) A decision in the meeting of the Board must be taken
to change all any of the regulations of the existing
articles and they should fix up the day, time, place
and agenda for the general meeting.
(2) It should be seen that the proposed alteration
conformed to provision of the Act and memorandum.
(3) A calling the general meeting should be sent to every
member.
(4) If the shares of the company are enlisted with any
recognized stock exchange,
(5) A special resolution should be passed by shareholder
in the general meeting.
(6) After the articles have been altered.
(7) A copy of the special resolution along with
explanatory statement in form no 23 must filed with
register within thirty days after passing of the
resolution.
(8) Necessary changes must be made in all copies
articles.
(9) If the effect of alteration is to convert a public
company into a private company,
Effect of Altered Articles
Alternation bind the members in the same way as original
articles sec 36
The legal reprehensive of co can challenged the alternation
on ground that a retrospective effect.
Relation between memorandum and articles
Lord cairns in ash bury carriage co v/s riche observed that
‘the article play a part subsidiary to the memorandum of
association’ .
The article cannot give to the co power which are given by
the memorandum of association.
Binding effect of articles sec 36[1]
1 members to the company
2 company to the members
3 member inter se
4 company to outsiders [ a person who is not a member of co
]
Doctrine of indoor management
Memorandum and article of association when registered with
the register of co assume the register of public document
Prospectus
A prospectus as per sec 2 [36] read along with sec 58A
means any document described or issued as prospectus and
includes any notice ,circular advertisement circular or other
document from public or inviting offers from public for the
subscription or purchase of any shares in or debentures of
body corporate.
Two things if it satisfied
1 invites deposits
2the adored invitation is made to the public.
Continents of prospects
1 General information
Fundamental Rights
Meaning:-
Rights which are considered essential or fundamental
for the well-being of a person are called Fundamental
Rights.