DEPARTMENT OF TECHNICAL

EDUCATION ANDHRAPRADESH
Name : N. Ramachandra Reddy
Designation : HCCP
Branch : D.C.C.P
Institute : GPW, Warangal
Year : I year
Subject : Business Organization
Subject Code : CCP – 104
Topic : Formation of Joint Stock Company
Sub Topic : Alteration of Articles of Association
Duration : 50 mts
Teaching Aids : P.P.T ., Animation ,Photo

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Objectives

On completion of this topic, you would be able

To know.
 Alteration of Articles of Association

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Recap

 Contents of Table – A of Schedule – I of Indian

Companies Act, 1956
 A Public Limited Company may Adopt
 contains Rules and Regulations for
Internal Management

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 Now we will discuss
 Alteration of Articles of Association

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Alteration Of Articles Of Association

 A Company can alter its Articles of Association

by passing a special resolution
 Permission of the court is not necessary
 Provided the changes are in the interests of the
company

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Alteration Of Articles Of Association

Alteration may be in the form of

 An insertion of a new regulation
 A deletion of an existing rule
 Or an amendment to the original provision

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 Alteration Of Articles Of Association

 A Company has a very wide scope for the

alteration of its Articles
 The procedure is also very simple.

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Limitations Of Alteration

Any proposed alteration is subject to the following

limitations
 Should not be against the provisions of
Memorandum of Association.
 Should not be illegal

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Limitations Of Alteration

 Should not contravene any provisions of the

Indian Companies Act.
 It should not in any way disturb adversely the
rights of minority shareholders.
 It should not bring about any increase in the
previous liability of the members.

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Limitations Of Alteration

 The alteration of Articles should be made for the

common benefit of the Company and with good
intentions
 Articles should not be altered with a view to
enable the Company to commit a breach of
contract with third parties

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Limitations Of Alteration

 Any provision prohibiting change of Articles will

not bind the Company.
 Articles of Association may be altered with
retrospective effect.

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Limitations Of Alteration

 If no Articles are registered, then Table – A will

constitute the rules and regulations for the internal
management of a Public Limited Company.

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Limitations Of Alteration

 Table – A contains a set of model rules designed

for the conduct of the affairs of a Company.
 All rules may be adopted by a Company or it may
change, exclude or modify any of the provisions in
Table – A.

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Summary

We have discussed about

 Alteration of Articles of Association

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Quiz

1. The type of Company which can adopt Table

– A as its Articles

a) Government Company
b) Private Company
c) Public Limited Company
d) None of the above

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 The Public Limited Company can change its
Articles by

a) Discussing in Company meetings

b) Passing an ordinary resolution
c) Passing a special resolution
d) None of the above

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Frequently asked questions

3. How can a Public Limited Company change its

Articles
4. What is Table – A. Explain
5. What is Alteration of Articles of Association

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Assignment
1. Explain the method of changing Articles of
Association?

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