Alteration in MoA and AoA of a Company

It is extremely important for every organization to have a set of rules and regulations for its
smooth operation. In the case of Private Limited Companies or One Person Companies, these
set of rules and regulations are known as Memorandum of Association (MoA) and Articles of
Association (AoA), collectively, which form the basis of the company. While Articles of
Association constitutes of bigger concerns about the company, the Memorandum of
Association focuses on the smallest details.

The Articles of Association mainly consists of the following –

 First Directors of Company.

 Share Capital and Variation of Rights.
 Transfer and Transmission of shares.
 Annual General Meeting, Extraordinary General Meeting and Board Meeting,
voting rights of the members in such meetings and provisions about veto power.
 Details of First Subscribers.
 Dividends and Reserve policies.
 Details regarding Chief Executive Officer, Manager, Company Secretary or Chief
Financial Officer.
 The closure of the company along with the conditions under which it can be
dissolved are also discussed.
 The Members of the Board are bound by a confidentiality clause as stated in the
AoA, which means that no member can disclose the functioning of the company
to an outsider.

Any amendment made in the Articles of Association can only be made in the above-mentioned
clauses by informing the concerned Registrar of Companies about the change being made.

Memorandum of Association consists of the following clauses –

 Name of the company

 State in which the company has its registered office
 Objects of the company and matters considered important related to these objects
 Liability of the Members in the company
 Share capital of the company

All amendments made in the MoA should be with regards to the clauses stated above.

The MoA and AoA of the company and that both Memorandum of Association and Articles of
Association can be changed, as per the requirement of the company, let’s talk a little bit about
the process that is required to be followed to make amendments in either of the two.
A meeting is conducted by the Members of the Board to make changes in the AoA and MoA
of the company. Even though both these documents can be altered in the same meeting, the
process thereof might be different.
Process of Changing the Memorandum of Association of a Company –

 As per Section 173(3) of the Companies Act, 2013, a notice will be issued for calling a
Meeting of the Board of Directors, of the company to get the approval from the
Directors, in order to make amendments in the MoA.

 A date, place and time need to be fixed to hold an extraordinary general meeting or
annual general meeting to get the approval from the shareholders of the company by
passing a special resolution.

 Hold the GM on the fixed date and pass the special resolution.

 Once the special resolution is passed, our team will file Form MGT-14 within 30 days
of passing the resolution along with the documents provided by you, which are stated
below –

1. Notice of General Meeting

2. True Copy of Special Resolution.
3. Certified True Copy of Board Resolution (optional)
4. Altered Memorandum of Association.

 Our team of experts will file Form MGT-14 along with the documents provided by you
with the concerned Registrar of Companies, who will verify the form and its
attachments and approve the amendments made in the MoA.

 After the amendments are approved by the RoC, the company will have to incorporate
the changes in every copy of the Memorandum of Association.

Process of Changing the Articles of Association –

 A notice needs to be issued for conducting a Board Meeting at least 7 days prior to the
meeting.

 A special resolution is passed at the Board Meeting with the consent of the members
for making changes in the Articles of Association.

 Date, time and place should be fixed for holding a General Meeting and a Director
needs to send the notice to all the members informing them about the same.

 The quorum needs to be checked at the General Meeting, which will mean getting the
approval of the members to change the clauses in the Articles of Association which will
be stated in the special resolution thereon.

 Form MGT-14 is filed with the RoC along with a certified true copy of the special
resolution, explanatory statement, copy of the notice of the meeting sent to members
and a copy of the altered Articles of Association within 30 days of passing the special
resolution.
  The Registrar of Companies will accordingly register the changes made in the AoA and
issue a certificate which will be conclusive of the amendments made. The alteration
will be complete and effective only when the RoC issues the certificate.

 After the certificate has been issued by the RoC, the company will need to make the
changes in every copy of the Articles of Association.

The Memorandum of Association and Articles of Association that is amended should be in

accordance with the latest Companies Act, 2013. Moreover, after making changes in the AoA
and MoA of the company, pursuant to Section 13 & 14 and other applicable provisions of the
Companies Act, 2013 (including any amendment thereto and re-enactment thereof), the
existing rules and regulations stated in the MoA and AoA should be replaced with new ones
immediately in every

Global Company

A global company is one that operates in at least one country other than its home country.
Realistically, expanding to one additional country is a major success for Global Company.

“Global” means “all around the world.” Because of this, a Global corporation would need to
do business globally. In reality, only a few corporations can claim to do business with every
country on the earth. A “global” corporation has operations in at least one country other than
its home base. Expansion into a new country is a huge task.

To become a global company, one must introduce their products and their company to the
people of the country where they want to expand their business. Choosing the right country to
start in and approaching the introductions takes a lot of time and effort.In the later part, we will
be discussing global companies.

Features of Global Enterprise

Huge Capital Resources; These enterprises have huge financial resources. They have the
ability to raise funds from different sources. Funds are raised by the issue of issuing equity
shares, debentures, etc to the public. The investors of the host countries are always willing to
invest in them because of their high credibility in the market.

Foreign Collaborations; With companies of the host countries, these enterprises enter into
agreements. These agreements are made in respect of the sale of technology, production of
goods, patents, resources, etc

Advanced Technologies; These enterprises use advanced technology for production, hence
goods/services provided by the MNCs conform the international standard and quality
specifications.

Product Innovations; These enterprises have efficient teams doing research and development
at their own R &D centres. The main task is to develop new products and design existing
products into new shapes in such a manner as to make them looks and new and attractive and
also creates satisfies the demands of the customers.
Expansion of Market Territory ; They expand their market territory when the network of
operations of these enterprises extends beyond their existing physical boundaries. They occupy
dominant positions in various markets by operating through their branches, subsidiaries in host
countries.

Centralized Control; Despite the fact the branches of these branches of these enterprises are
spread over in many countries, they are managed and controlled by their Head Office (HO) in
their home country only. All these branches have to work within the broad policy framework
of their parent company.

Certificate of Commencement of Business

It is a declaration made by the directors within 180 days of the company's creation declaring
that the subscribers to the Memorandum of Association have paid the agreed-upon value of
shares. This statement, coupled with a Bank Statement (evidence of subscription money
received by the business), must be filed with the Registrar of Companies in form 20A.

Chartered accountants, the Company Secretary, or cost accountants also verify this form. If the
errors remain in the form after the verification procedure, these practicing professionals will
be held accountable. They are subject to all of the undesirable repercussions
UNIT – III Company Administration:

Company administration refers to the management of a company's day-to-day operations. This

includes tasks such as managing finances, hiring and firing employees, and ensuring that the
company is in compliance with all relevant laws and regulations. Company administration is
typically overseen by the managing director or CEO of the company. The goal of company
administration is to ensure that the company is operating efficiently and effectively, and that it
is well-positioned for long-term success. Effective company administration is critical for the
success of any business, regardless of its size or industry.

Managerial Personnel

Managerial personnel are employees who are responsible for overseeing the day-to-day
operations of a company. They are typically responsible for managing other employees,
ensuring that the company is operating efficiently, and making strategic decisions that will help
the company grow and succeed. Managerial personnel can include positions such as managers,
supervisors, and executives.

Appointment of Managing Director

The appointment of a managing director typically involves a process of nomination and

selection by the board of directors. The board of directors is responsible for selecting the
managing director, and they may use a variety of criteria to make their decision, such as the
candidate's experience, qualifications, and leadership skills. Once a candidate has been
selected, they will usually be offered the position and asked to sign a formal contract outlining
their responsibilities, compensation, and other terms of employment. The appointment of a
managing director is a critical decision for any company, as the managing director is
responsible for overseeing the day-to-day operations of the company and ensuring that it is
well-positioned for long-term success.

The steps for appointing a managing director:

1. The board of directors needs to identify the need for a managing director and create a job
description.

2. The board of directors needs to identify potential candidates for the position and conduct
interviews.

3. The board of directors needs to approve the appointment of the managing director.

4. The managing director needs to sign an agreement with the company outlining their
responsibilities and compensation.

5. The appointment of the managing director needs to be approved by the shareholders of the
company.

6. The appointment needs to be filed with the Registrar of Companies within 30 days of the
appointment.
Things to keep in mind

1. The managing director should not hold the position of chairman of the board.

2. The managing director should not be related to any of the directors of the company.

3. The managing director should not have any financial interest in the company.

4. The managing director should not hold any other office or place of profit in the company.

5. The managing director should not be appointed for a term exceeding five years.

Powers

The Companies Act, 2013 provides for the appointment of a managing director in a company.
The managing director is responsible for the overall management of the company and has the
power to make decisions that will impact the company's operations and long-term success. The
specific powers and responsibilities of the managing director may vary depending on the size
and structure of the company, as well as the terms of their employment contract.

1. Setting the company's strategy and direction: The managing director is typically responsible
for setting the company's overall strategy and direction, in consultation with the board of
directors.

2. Managing employees: The managing director is typically responsible for managing the
company's employees, including hiring, training, and performance management.

3. Managing finances: The managing director is typically responsible for managing the
company's finances, including budgeting, financial reporting, and ensuring that the company
is operating within its financial means.

4. Representing the company: The managing director is typically responsible for representing
the company to external stakeholders, such as customers, suppliers, and investors.

5. Making key decisions: The managing director is typically responsible for making key
decisions that will impact the company's operations and long-term success.

Overall, the managing director plays a critical role in the success of any company. Their
leadership and decision-making skills are essential for ensuring that the company is well-
managed and positioned for long-term success.

Duties

The duties of a managing director can vary depending on the size and structure of the company,
as well as the terms of their employment contract. In general, however, the managing director
is responsible for overseeing the day-to-day operations of the company and making strategic
decisions that will help the company grow and succeed in the long term. Some of the key duties
of a managing director may include:
 Sets company strategy and direction
Manages employees
Manages finances
Represents the company
Ensures compliance with laws and regulations
Identifies and manages risks that could impact the company's operations and
long-term success.
Develops and implements policies and procedures
Oversees the development and execution of marketing and sales strategies
Builds and maintains relationships with key stakeholders, such as customers,
suppliers, and investors
Monitors industry trends and competitive landscape to identify opportunities
and threats
Collaborates with other senior leaders to ensure that the company is operating
effectively and efficiently
Ensures that the company is meeting its goals and objectives
Reports to the board of directors on the company's performance and progress
towards its goals
Works with the board of directors to develop and implement long-term strategic
plans for the company
Represents the company in negotiations with other organizations, such as joint
ventures, partnerships, and mergers and acquisitions.

Responsibilities

The responsibilities of a managing director can vary depending on the size and structure of the
company, as well as the terms of their employment contract. However, in general, the managing
director is responsible for the overall management of the company and has a wide range of
responsibilities, including:

Setting the company's strategy and direction

Managing the company's day-to-day operations
Managing employees and ensuring that they are motivated, engaged, and
productive
Building and maintaining relationships with key stakeholders, such as
customers, suppliers, and investors
Ensuring that the company is operating within its financial means and managing
its finances effectively
Ensuring that the company is complying with all relevant laws and regulations
Identifying and managing risks that could impact the company's operations and
long-term success
Representing the company to external stakeholders, such as customers,
suppliers, and investors
Collaborating with other senior leaders to ensure that the company is operating
effectively and efficiently
 Reporting to the board of directors on the company's performance and progress
towards its goals
Developing and implementing policies and procedures to ensure that the
company is operating in an ethical and responsible manner
Ensuring that the company is meeting its goals and objectives and making
adjustments as needed to ensure continued success.

Whole time Director

A whole-time director is a director who is in the full-time employment of the company, and is
responsible for the day-to-day management of the company's affairs. They are typically
appointed by the board of directors, and have the same legal responsibilities and fiduciary
duties as other directors. In addition to their role as a director, a whole-time director may also
hold an executive position within the company, such as CEO or COO. They are responsible for
the implementation of the company's policies and strategies, and for ensuring that the company
is operating efficiently and effectively. They may also be responsible for managing the
company's finances, overseeing the development and execution of marketing and sales
strategies, and building and maintaining relationships with key stakeholders.

Independent Director

An independent director is a member of the board of directors who does not have any material
relationship with the company or its management, and is therefore able to provide an objective
and unbiased perspective on the company's affairs. Independent directors are typically
appointed to the board to provide oversight and to ensure that the company is operating in the
best interests of all stakeholders. They are expected to bring a high level of expertise and
experience to the board, and to provide guidance and advice to the company's management
team. Independent directors are also responsible for ensuring that the company is complying
with all relevant laws and regulations, and for representing the interests of shareholders and
other stakeholders. They are not involved in the day-to-day management of the company, but
are instead focused on providing strategic guidance and oversight.

Auditor’s appointment

The appointment of auditors is typically the responsibility of the company's shareholders, who
will vote on the appointment of the auditor at the company's annual general meeting. The
auditor is responsible for conducting an independent review of the company's financial
statements to ensure that they are accurate and comply with applicable accounting standards.
The auditor will also provide an opinion on the company's financial statements, which will be
included in the company's annual report. The auditor may be appointed for a fixed term, and
may be reappointed at subsequent annual general meetings. In some cases, the appointment of
the auditor may be subject to regulatory approval, depending on the jurisdiction and the size of
the company. The auditor is required to be independent and objective, and is not permitted to
have any financial or other relationships with the company that could compromise their
independence.
Qualification,

Certainly, here are the main points regarding the qualifications of an auditor:

- Holding a professional accounting qualification, such as CPA or CA

- Having relevant work experience

- Possessing a strong understanding of accounting and auditing standards

- Understanding the regulatory framework in which they operate

- Having strong analytical and problem-solving skills

- Having excellent communication skills

- Being able to work independently and exercise professional judgment

- Adhering to the highest standards of ethics and integrity

- Keeping up-to-date with changes in accounting and auditing standards and the regulatory
environment.

DUTIES and Responsibilities –

Here are the main points regarding the duties and responsibilities of an auditor:

- Conducting an independent review of a company's financial statements

- Ensuring that the financial statements are accurate and comply with accounting
standards

- Providing an opinion on the company's financial statements

- Reporting any irregularities or concerns to the company's management or

shareholders

- Maintaining independence and objectivity throughout the audit process

- Adhering to ethical and professional standards

- Providing advice and recommendations to the company's management on how

to improve their financial reporting and internal controls.

Company Secretary:
A company secretary is a senior position in a company, responsible for ensuring that the
company complies with all relevant laws and regulations, and for providing advice and
guidance to the company's management and board of directors. The company secretary is also
responsible for maintaining the company's statutory books and records, and for ensuring that
all meetings of the board and shareholders are properly organized and documented. In addition,
the company secretary may be responsible for overseeing the company's legal and regulatory
compliance, and for ensuring that the company's policies and procedures are up-to-date and
effective.

Qualifications,

Here are the main points regarding the qualifications of a company secretary:

Holding a specific professional qualification, such as a degree in law or business

administration, or a professional certification such as ICSA or ACS
Having relevant work experience
Possessing strong communication and interpersonal skills
Having a thorough understanding of legal and regulatory requirements
Being registered with the relevant professional body, where applicable
Keeping up-to-date with changes in legal and regulatory requirements
Being able to work independently and exercise professional judgment
Adhering to the highest standards of ethics and integrity
Having a good understanding of the company's business and strategy.

Appointment,

appointment process of a company secretary:

- The appointment of a company secretary is made by the board of directors

- The appointment must be approved by the shareholders

- The company secretary must be a natural person, and cannot be a company or corporation

- The appointment of a company secretary may be required by law, or it may be optional

- The company secretary must be provided with a formal letter of appointment, which outlines
their duties and responsibilities, and the terms and conditions of their employment

- The appointment of a company secretary may be terminated by the board of directors, subject
to any contractual or legal obligations.

Rights

The rights of a company secretary may vary depending on the jurisdiction and the terms of
their employment. In general, the company secretary has the right to:

Be provided with a formal letter of appointment, which outlines their duties and
responsibilities, and the terms and conditions of their employment
 Receive appropriate remuneration and benefits, based on their qualifications and
experience
Access the company's books and records, and attend all meetings of the board of directors
and shareholders
Provide advice and guidance to the board of directors and senior management, and to
participate in the development of the company's policies and procedures
Exercise professional judgment, and to act in the best interests of the company
Be protected from any legal or regulatory action arising from the performance of their
duties, provided that they act in good faith and in accordance with their professional
obligations.

Duties

The duties of a company secretary may vary depending on the jurisdiction and the size of the
company. In general, the company secretary is responsible for ensuring that the company
complies with all legal and regulatory requirements, and for providing advice and guidance to
the board of directors and senior management. Some of the key duties of a company secretary
may include:

 Maintaining the company's statutory registers and records

 Filing the company's annual returns and other statutory documents
 Ensuring that the company complies with all legal and regulatory requirements,
including those relating to corporate governance, financial reporting, and data
protection
 Advising the board of directors and senior management on legal and regulatory
matters, and on the company's policies and procedures
 Preparing agendas, minutes, and other documentation for board and shareholder
meetings
 Ensuring that the company's board and shareholder meetings are properly convened
and conducted
 Managing the company's share registry and dealing with shareholder enquiries
 Coordinating the company's communication with regulatory authorities, shareholders,
and other stakeholders
 Ensuring that the company's directors and officers are aware of their legal and
regulatory obligations, and providing training and guidance where necessary.

Liablities

The liabilities of a company secretary may vary depending on the jurisdiction and the terms of
their employment. In general, the company secretary may be liable if they fail to carry out their
duties and responsibilities in accordance with their professional obligations. Some of the key
liabilities of a company secretary may include:

Breach of statutory duties, such as failing to file the company's annual returns or failing
to maintain the company's statutory registers and records
 Breach of fiduciary duties, such as failing to act in the best interests of the company or
failing to disclose conflicts of interest
Breach of contractual obligations, such as failing to comply with the terms and
conditions of their employment contract
Negligence, such as failing to exercise reasonable care and skill in the performance of
their duties
Misrepresentation, such as providing false or misleading information to the board of
directors or shareholders
Criminal liability, such as participating in fraudulent or illegal activities.

Removal

A company secretary may be removed from their position by the board of directors for various
reasons, such as misconduct, incompetence, or a breach of their professional obligations. The
specific procedures for removal may vary depending on the jurisdiction and the terms of the
company's articles of association. In general, the board of directors must follow the procedures
set out in the articles of association or under local laws, which may include giving the company
secretary notice of the proposed removal, providing them with an opportunity to respond, and
holding a vote of the board of directors or shareholders. The company secretary may have the
right to challenge their removal in court if they believe that the procedures were not followed
or that the removal was unjustified.