Board of Directors of a Company has the rights and authorization to appoint new Directors to the Board subject to compliance of provisions of Articles of Association and provisions Companies Act, 2013.
For appointing an additional director, the articles of association must contain a provision authorizing the board of directors to appoint an additional director. A director cannot be appointed as an additional director if his resolution proposing him/her as a director was not passed by the shareholders in earlier general meeting.
Section 169 of the Companies Act, 2013 states that the shareholders can remove the director by passing an ordinary resolution in a general meeting. A special notice with the intention of removing a director by the specified no. of members of the company has to be passed at least before 14 days before the concerned meeting at which it has to moved excluding the day on which the notice is served and the day of the meeting. Resolution is required to file with ROC in e-from MGT-14 within 30 Days of passing of resolution.
Increased in Authorized Capital
As per section 64 of the Companies Act, 2013, where a company alters its share capital for increase in authorized share capital in accordance with sub-section (1) of section 61, the company shall file a notice in the prescribed form with the Registrar within a period of 30 days of along with a copy of altered Memorandum. Company has to make sure that its Articles of Association contain a provision authorizing it to increase its authorized capital, otherwise company has to take steps for alteration of its AOA in accordance with the provision of Section 14 of the Companies Act, 2013, so as to insert the clause enabling increase in the Authorized share capital of the Company.
Change in Address
Company has changed its registered office within local limits of the same city or place, intimation regarding the same has to be filed in Form INC-22.
Similarly, if company wishes to shift or change its registered office outside local limits of city, town or village, first eForm MGT-14 and then eForm INC-22 are required to be filed to Registrar of Companies (ROC) to give effect to such change.
In case, company wants to shift the registered office from one state to another state or from jurisdiction of one RoC to another.
Memorandum of association of any company defines the scope of its activities.
MOA Alteration can be done for different clauses such as :
Change in Company's Name
Chnage in objctive of comapny
Increased in authorised capital
Chnage in office Address
Change in share holder/director etc.