# Alteration of MOA — Object Clause

## General Procedure

Pass Special Resolution and file a copy of the SR with ROC.
ROC shall register the alteration of objects and certify registration within 30 days of filing the SR.

## Special Procedure — Company that has raised money from public through prospectus

Where a company has raised money through a prospectus and has unutilised amount of such money, it can alter the objects clause only for that unutilised amount subject to the following additional safeguards:

### Requirements

1. SR through postal ballot (not by show of hands at a physical meeting).

2. Notice for SR shall contain specified details:

Total money received
Money utilised
Unutilised amount
Proposed alteration, etc.

3. Advertisement of details of resolution shall be:

Published in 1 English and 1 vernacular newspaper in circulation at the place of registered office, AND
Placed on the website of the company.

4. Exit opportunity to dissenting shareholders by promoters and shareholders.

5. ROC shall register the alteration and certify registration within 30 days from filing SR.

## Effective Date

Alteration is effective only after issue of certificate by ROC.

## Why the extra protection?

Public shareholders subscribed to the prospectus relying on the originally stated objects. If the company wants to use unutilised public money for a different purpose, public shareholders must be informed and dissenters given an exit.

Worked example

### Example 1

Q: X Ltd. raised ₹100 crores from public through a prospectus for its CCTV manufacturing business. It now wants to divert the unutilised funds to a mobile phone business. What procedure must be followed?

1. Pass SR through postal ballot.

2. Notice shall disclose total amount received, amount utilised, unutilised balance, and proposed alteration.

3. Advertise the resolution details in 1 English + 1 vernacular newspaper and on company website.

4. Provide exit option to dissenting shareholders.

5. File SR with ROC; ROC registers and certifies within 30 days.

### Example 2

Q: A private company (which has never accessed public money) wants to change its object clause. Does it need to advertise or provide an exit option?

A: No. The advertisement and exit-option requirements apply only where money has been raised from public through prospectus and remains unutilised. The private company need only pass an SR and file it with ROC.

⚠️ Common exam mistakes

Applying the special procedure (postal ballot, advertisement, exit option) to all object-clause alterations — these apply only when there is unutilised money raised from public through prospectus.
Forgetting the dual newspaper publication (English + vernacular) and the website upload.
Stating that alteration becomes effective on passing SR — it becomes effective only on ROC certification.

Bare-Act text Section 13(8) · Companies Act, 2013 · click to expand

A company, which has raised money from public through prospectus and still has any unutilised amount out of the money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution is passed by the company and the prescribed details are published.

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Alteration of MOA — Object Clause [Section 13]

Worked example

⚠️ Common exam mistakes