Members approve adoption of new Memorandum and Articles of Association by Special Resolution
Prima Agro has told the exchanges that shareholders approved a new set of Memorandum of Association (MOA) and Articles of Association (AOA) at the 39th Annual General Meeting held on Monday, 28th September, 2026.
- AGM
- 39th Annual General Meeting held on Monday, 28th September, 2026
- Approval Type
- Special Resolution
- Board Approval Date
- 31st July, 2026
What the company has informed the exchange
Prima Agro Limited has informed BSE that the Members of the Company, at the 39th Annual General Meeting held on Monday, 28th September, 2026, approved the proposal for adoption of a new set of Memorandum of Association (MOA) and Articles of Association (AOA) of the Company. The new set is adopted in substitution of, and to the entire exclusion of, the existing MOA and AOA that were framed under the Companies Act, 1956. The approval was given by way of a Special Resolution.
What the MOA and AOA are
The Memorandum of Association and Articles of Association are a company's two constitutional documents. The MOA sets out the basic framework of the company, such as its name, registered office and the objects for which it was set up. The AOA sets out the internal rules for how the company is run, including the rights of shareholders and the conduct of board and shareholder meetings. Together they govern how the company operates, alongside the Companies Act.
Why the change was made
- The existing MOA and AOA were framed under the provisions of the Companies Act, 1956.
- The stated reason for the alteration is to align the constitutional documents of the Company with the provisions of the Companies Act, 2013, the rules made thereunder, including the applicable provisions of Table F contained in Schedule I to the Companies Act, 2013, and other applicable statutory and regulatory requirements.
- The existing MOA and AOA have been substituted in their entirety by the new set.
Who approved it, and when
- The Board of Directors approved the proposal on 31st July, 2026.
- The Shareholders approved it on 28th September, 2026, by way of a Special Resolution at the 39th Annual General Meeting of the Company.
What a Special Resolution means
A Special Resolution is a shareholder vote that requires a higher level of support than an ordinary resolution. Under the Companies Act, 2013, it must be passed by members holding at least three times the votes cast in favour as against those cast against. In other words, it needs broad backing from shareholders, not just a simple majority. This is the route the company used here.
How to read this
The document does not state any change to the company's share capital, shareholding pattern or business operations in connection with this adoption. The update describes the replacement of the constitutional documents to bring them in line with the Companies Act, 2013. The adopted new set of MOA and AOA is also available on the website of the Company at www.primaagro.in, so shareholders who wish to read the exact clauses can do so there. This intimation is an update on the outcome of a shareholder resolution passed at the Annual General Meeting.
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