JHS Svendgaard Retail Ventures544197Board key decisions

Board approves altering MOA object clause towards defence and aerospace, plus AOA revamp

Board meeting on 24th September, 2026 approved two changes, both subject to shareholder approval.

By ScoutQuest · Thu 24 Sep 2026, 5:12 PM IST · 3 min read

MOA Object Clause Change: Clause III(A)(iv) deleted and substituted to cover defence, aerospace, homeland security and allied products including electronics,…
Board Meeting Date: 24th September, 2026
Articles of Association Amendments: Deletions, insertions and substitutions to align with Companies Act, 2013; two-thirds of directors (excluding Independent Directors)…
Approval Status: Both changes subject to shareholder approval by Special Resolution
Business Rationale: Proposed business diversification into defence, aerospace and allied sectors

What was approved

The Board of Directors, at its meeting held on Thursday, 24th September, 2026, unanimously approved two items, both subject to approval of the members.

Change in the Object Clause (MOA)

Existing Clause III(A)(iv) is to be deleted and substituted with a new clause.
The new object permits the business of designing, developing, manufacturing, assembling, testing, importing, exporting, trading, distributing, maintaining and servicing defence, aerospace, homeland security and allied products, systems and technologies.
This includes electronic, communication, surveillance, unmanned and robotic systems, information technology, artificial intelligence and cyber security solutions.
Intended customers named: the Armed Forces, Government agencies, public sector undertakings and other authorised customers.
Related research, development, engineering, system integration, consultancy and training activities are covered, whether independently or through collaboration, joint venture, licence or technology transfer with Indian or foreign entities.
The stated purpose is to align the MOA with the proposed business diversification, subject to applicable laws, licences and governmental approvals.

Change in the Articles of Association

Provisions to be deleted include those on Seal, Power to Borrow, Share Warrants, common form of transfer, Transfer of Shares clauses, calling of an Extra-Ordinary General Meeting, an existing Directors clause, and certain Dividend and Reserves clauses.

Provisions to be inserted or substituted include

Definitions of "Prospectus" and "Secretary/Company Secretary".
A new clause under Certificate of Shares and a fresh Transfer of Shares provision.
"ISSUE OF SHARES in Kind" reworded to "ISSUE OF SHARES in consideration other than cash".
Voting rights for persons entitled to shares by transmission.
Substitution of clauses on retirement by rotation: not less than two-thirds of total directors, excluding Independent Directors, liable to retire by rotation, with one-third retiring at every Annual General Meeting.
Reimbursement of travelling, hotel and other expenses of Directors.
Board meeting notice provisions aligned with Section 173(3), including shorter notice meetings.
The same individual may be Chairperson and Managing Director and/or Chief Executive Officer; and where the Company is in multiple businesses, the Board may appoint one or more Chief Executive Officers for such segments.
Unpaid/unclaimed dividend transfer to the Unpaid Dividend Account and then to the Investor Education and Protection Fund.
Maintenance of minutes per Section 118 and Secretarial Standards SS-1 and SS-2.

Serial numbering of the Articles has been correspondingly rearranged.

Stated rationale for the AoA change

Align the Articles with the Companies Act, 2013 and applicable regulatory requirements.
Remove provisions no longer relevant or required.
Reflect applicable Secretarial Standards.

What happens next

The alteration of the Articles is subject to approval of the Members by way of a Special Resolution; the MOA object clause change is likewise subject to members' approval. Draft MOA and AOA are being uploaded on the Company's website.

Meeting timing

The Board meeting commenced at 03:30 p.m. and concluded at 03:44 p.m. (IST).

How to read this

A change in the Object Clause is an enabling step — it widens what the company is legally permitted to do. The multi-CEO and segment provisions inserted in the Articles sit alongside that intent. Actual entry into defence or aerospace activity would still depend on licences and governmental approvals referred to in the clause itself.