Section 378H Companies Act 2013 - Amendment of Memorandum

Section 378H of the Companies Act, 2013 regulates how a Producer Company may amend its memorandum of association. It permits alteration only in the manner expressly allowed by the Act and lays down specific requirements for alteration of objects, filing with the Registrar and transfer of the registered office from one State to another.

In brief: A Producer Company may alter the objects in its memorandum by a special resolution, provided the altered objects remain consistent with Section 378B. The amended memorandum and certified special resolution must be filed with the Registrar within 30 days. A change of registered office from one State to another requires Central Government approval in the prescribed manner.

Meaning and scope of Section 378H

A memorandum of association is the constitutional document that states essential matters concerning a company, including its objects and registered office State. For a Producer Company, Section 378F specifies the matters that its memorandum must contain. Section 378H then governs the circumstances and procedure in which those memorandum provisions may be altered.

Section 378H forms part of Chapter XXIA of the Companies Act, 2013 dealing with Producer Companies. The provision was inserted by Section 52 of the Companies (Amendment) Act, 2020 and came into force on 11 February 2021.

Section 378H - statutory provision

Sub-section (1): A Producer Company cannot alter the conditions contained in its memorandum except in the cases, by the mode and to the extent for which the Companies Act expressly provides.

Sub-section (2): A Producer Company may alter the objects stated in its memorandum by special resolution, but the alteration must not be inconsistent with Section 378B.

Sub-section (3): A copy of the amended memorandum and a copy of the special resolution, duly certified by two directors, must be filed with the Registrar within 30 days from adoption of the resolution under sub-section (2).

Proviso to sub-section (3): Where the registered office of a Producer Company is transferred from the jurisdiction of one Registrar to another, certified copies of the special resolution, certified by two directors, must be filed with both Registrars within 30 days. Each Registrar records the change, and the Registrar from whose jurisdiction the office is transferred forwards the company's documents to the other Registrar.

Sub-section (4): An alteration of the memorandum involving transfer of the registered office from one State to another does not take effect unless approved by the Central Government on an application made in the prescribed form and manner.

Key requirements for amendment of memorandum

  • Alteration must be authorised by the Act: A Producer Company has no unrestricted power to alter the conditions in its memorandum.
  • Objects require a special resolution: An alteration of the objects clause must be approved by special resolution.
  • Objects must remain within Section 378B: The amended objects cannot be inconsistent with the statutory objects permitted for a Producer Company.
  • ROC filing within 30 days: The amended memorandum and the special resolution certified by two directors must be filed within the statutory period.
  • Transfer between Registrar jurisdictions: Where applicable, certified copies must be filed with both Registrars.
  • Inter-State registered office shift: Central Government approval is required before the alteration takes effect.

Change of registered office from one State to another

The Producer Companies Rules, 2021 prescribe the procedural framework for an inter-State change of registered office. Rule 4 applies Rules 27, 30 and 31 of the Companies (Incorporation) Rules, 2014, including the forms referred to in those rules, for shifting the registered office of a Producer Company from one State to another.

Practical point: Section 378H(4) should therefore be read with the Producer Companies Rules, 2021 and the applicable provisions of the Companies (Incorporation) Rules, 2014 when an inter-State registered office transfer is proposed.

Relationship with other Producer Company provisions

Section 378H is closely connected with Section 378B, which specifies the permissible objects of a Producer Company, and Section 378F, which specifies the contents of its memorandum. The articles of association are dealt with separately under Section 378G, while amendment of the articles is governed by Section 378I.

Effective date and legislative source

Section 378H was inserted into the Companies Act, 2013 by the Companies (Amendment) Act, 2020 and became effective on 11 February 2021. The current statutory text is available through the Ministry of Corporate Affairs and India Code.

This page is intended as a general legal reference. For a proposed amendment or registered office transfer, the applicable Act, rules, MCA filing requirements and current forms should be checked before filing.