Shareholders Approve New MOA and AOA Aligned to Companies Act, 2013
At the 41st AGM held on September 28, 2026, shareholders approved adopting a fresh Memorandum of Association (MOA) and Articles of Association (AOA).
- AGM Date
- September 28, 2026
- AGM Number
- 41st AGM
- Resolution Approved
- Adoption of new Memorandum of Association (MOA) and Articles of Association (AOA) aligned with Companies Act, 2013
What was announced
Kalpa Commercial Limited told BSE that shareholders, at the 41st Annual General Meeting held on Monday, September 28, 2026 (10:00 A.M. to 10:10 A.M. IST), approved adoption of a new set of Memorandum of Association (MOA) and a new set of Articles of Association (AOA).
Why it was needed
The existing MOA and AOA were framed under the erstwhile Companies Act, 1956. Several clauses referred to sections of that old law and were no longer in conformity with the Companies Act, 2013. The documents were replaced to bring them in line with the new Act and rules framed under it.
Changes in the MOA
- Main objects in Clause III (A) remain unchanged, except sub-clause no. 2.
- Sub-clause 2 read: to carry on the business of a company established with the object of financing industrial, individual or other enterprises within the meaning of Section 370 of the Companies Act, 1956. The company proposes to omit this clause as it has become obsolete and is no longer relevant to its present and proposed activities.
- Clause III (B), covering objects incidental or ancillary to the main objects, is altered and aligned with Schedule I of the Companies Act, 2013.
- Clause IV, the liability clause, earlier read that the liability of members is limited. It is replaced with wording that the liability of member(s) is limited, and this liability is limited to the amount unpaid, if any, on the shares held by them.
Changes in the AOA
Numerous regulations in the old Articles referenced specific sections of the 1956 Act. The company adopted a comprehensive new set of Articles in substitution of, and to the exclusion of, the existing Articles.
What it means for investors
This is a constitutional-document update rather than a business event. The charter documents are being modernised to match current company law. The liability wording is a clarification of the standard limited-liability position for shareholders. The omission of the financing sub-clause narrows a portion of the stated objects that the company describes as obsolete. There is no announcement here of new projects, funding, orders or financial figures.
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