#Memorandum of Association Amendment

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By Stephanie Saul and Vimal Patel

Dec. 12, 2024

The University of Michigan has fired an administrator who worked on diversity initiatives over accusations that she made antisemitic comments, according to her lawyer. The lawyer said she planned to sue the school.

The administrator, Rachel Dawson, was director of the university’s office of academic multicultural initiatives. She was accused of saying in a conversation at a conference in March that the university was “controlled by wealthy Jews,” according to documents obtained by The New York Times through a freedom of information request.

She was also accused of saying that Jewish students were “wealthy and privileged” and not in need of her office’s diversity services, and that “Jewish people have no genetic DNA that would connect them to the land of Israel,” according to the documents, which were part of a complaint from the Anti-Defamation League of Michigan.

Ms. Dawson’s lawyer, Amanda Ghannam, denied that she said anything antisemitic. Ms. Ghannam said that Ms. Dawson was fired this week after the university initially told her that she would have to undergo training.

“The university has clearly, blatantly violated Ms. Dawson’s First Amendment rights, and we will take appropriate legal action,” Ms. Ghannam said on Thursday.

A spokeswoman for the University of Michigan, Colleen Mastony, declined to confirm on Thursday whether Ms. Dawson had been fired, saying that the university would not comment on personnel matters.

Fallout over the episode had been playing out behind the scenes at a moment when the campus was also on edge following vandalism, including pro-Palestinian graffiti, at the home of a Board of Regents member who is Jewish. The school’s campus in Ann Arbor has also faced student protests over plans to roll back some diversity, equity and inclusion initiatives.

According to emails obtained The Times, university leaders had planned on a lesser punishment for Ms. Dawson, but a regent argued that she should be fired.

Ms. Dawson had been in charge of an office that oversees efforts to mentor and retain racially, culturally and economically diverse students. She had taken over that position just over a year ago, but had been employed by the university since 2017.

After the Anti-Defamation League of Michigan sent a letter to the university in August with the allegations, the school brought in an outside law firm, Covington & Burling, to investigate. The firm reported its findings in a memorandum that was obtained by The Times through an open records request.

The law firm’s memo said it was “not possible to determine with certainty whether Ms. Dawson made the exact remarks” because “there is no recording of the conversation and no witness other than the reporting parties and the subject of the investigation.”

But the memo, dated Sept. 25, went on to conclude that the “weight of the available evidence supports A.D.L. Michigan’s report.”

Covington & Burling has worked with the A.D.L. before, including on a help line to provide pro bono legal assistance to parents whose children experience antisemitism.

The allegations arose in March at a diversity conference in Philadelphia, sponsored by the American Association of Colleges and Universities. Two professors who attended the event, Naomi Yavneh Klos, who teaches at Loyola University New Orleans, and another Jewish professor said they had heard about the “negative experience” of a University of Michigan Jewish student, Dr. Yavneh Klos said in an interview.

When they learned that a Michigan D.E.I. administrator was at the conference, they decided to approach her, Dr. Yavneh Klos said.

“I think my colleague wanted to know, ‘Does the D.E.I. office work with these students?’” Dr. Yavneh Klos said. ���‘Should the student go to the D.E.I. office?’ She said no. Jewish students are all rich. They don’t need us. That was the gist of what she said. It was really horrifying.”

She said she was so upset after the conversation that she called a friend who works for the Anti-Defamation League, who encouraged her to file a report, which Dr. Yavneh Klos did that same day.

According to the Covington & Burling memo, Ms. Dawson confirmed that she spoke to the two professors, but she gave a different version of the conversation. Rather than claiming Jews had no ancestral claim to Israel, for example, she said she had pointed out that Jews and Palestinians shared an ancestral connection to the region.

The university’s response to the allegations had been unusual in several ways, according to Ms. Ghannam, who suggested that it was rare to bring in an outside law firm to investigate a lower level official. She also said the university’s move to terminate Ms. Dawson, against the recommendations of her superior, was unusual.

“It’s deeply troubling that they would escalate the situation to termination based on one conversation in somebody’s private capacity,” Ms. Ghannam said.

Emails obtained by The Times suggested that the move to oust Ms. Dawson might have been influenced by a member of the Michigan Board of Regents, the university’s governing board.

Jon Kinsey, a university vice president, wrote to the regents in October on behalf of the president’s office to inform them that Ms. Dawson had been issued a written warning that additional incidents could result in termination, and that she would have to undergo training in antisemitism and leadership, according to the emails.

The next day, Mark Bernstein, a regent, wrote to campus officials, including the president, Santa Ono, saying that he was “disgusted” with the university’s response, according to the emails.

“It does not appear that Ms. Dawson has been held accountable in any meaningful way,” Mr. Bernstein wrote. “Of course, this makes a mockery of your/our commitment to address antisemitism and broaden our D.E.I. efforts to include antisemitism and/or Jewish students.”

Mr. Bernstein wrote that the only acceptable outcome would be for Ms. Dawson to be “terminated immediately.”

Ms. Dawson was notified on Oct. 28 that the earlier lesser disciplinary action was being revised, according to her lawyer, and was told this week that she was fired.

Disciplining Ms. Dawson for her speech could be legally complicated at Michigan, which, as a public university, is subject to the First Amendment. Geoffrey Stone, a constitutional law scholar at the University of Chicago, said that speech by government employees enjoyed broad protections when not made in an official capacity. The institution would have to prove that the speech “substantially undermines the ability of the individual to perform her responsibilities as an employee,” he said

Even if she had made the comments, “her speech would be protected by the First Amendment,” Professor Stone said in an email.

Dr. Yavneh Klos said she was a “tremendous advocate for D.E.I.” But one of her frustrations with colleges, she added, was that “the current D.E.I. narrative very often excludes Jews” even as “antisemitism is still very much present.”

“D.E.I. offices very frequently fail to serve the needs of Jewish students, and don’t really recognize Jewish students as under their purview,” she said.

The campus is currently reckoning with a series of episodes in which Jewish people have complained that they are being targeted. On Monday, a regent, Jordan Acker, and his family awoke to the sound of two Mason jars filled with what appeared to be urine being thrown through a front window of their home. A family car was painted with an inverted red triangle — which symbolizes Palestinian resistance, and which some Jews see as an antisemitic symbol — and the words “divest” and “free Palestine.”

It was the third time Mr. Acker, who is Jewish, had been targeted by protesters.

The campus is also facing upheaval over its diversity programs. Last week, about 100 students and faculty members protested before the Michigan Board of Regents meeting amid concerns that the board would roll back its diversity initiatives.

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[trump-executive-orders]

Temporary Withdrawal of All Areas on the Outer Continental Shelf from Offshore Wind Leasing and Review of the Federal Government's Leasing and Permitting Practices for Wind Projects

Issued January 20, 2025.

Section 1. Temporary Withdrawal of Areas. Consistent with the principles of responsible public stewardship that are entrusted to this office, with due consideration for a variety of relevant factors, including the need to foster an energy economy capable of meeting the country's growing demand for reliable energy, the importance of marine life, impacts on ocean currents and wind patterns, effects on energy costs for Americans -- especially those who can least afford it -- and to ensure that the United States is able to maintain a robust fishing industry for future generations and provide low cost energy to its citizens, I hereby direct as follows:

Under the authority granted to me in section 12(a) of the Outer Continental Shelf Lands Act, 43 U.S.C. 1341(a), I hereby withdraw from disposition for wind energy leasing all areas within the Offshore Continental Shelf Lands Act, 43 U.S.C. 1331. This withdrawal shall go into effect beginning on January 21, 2025, and shall remain in effect until this Presidential Memorandum is revoked.

To the extent that an area is already withdrawn from disposition for wind energy leasing, the area's withdrawal is extended for a time period beginning on January 21, 2025, until this Presidential Memorandum is revoked.

This withdrawal temporarily prevents consideration of any area in the OCS for any new or renewed wind energy leasing for the purposes of generation of electricity or any other such use derived from the use of wind. This withdrawal does not apply to leasing related to any other purposes such as, but not limited to, oil, gas, minerals, and environmental conservation.

Nothing in this withdrawal affects rights under existing leases in the withdrawn areas. With respect to such existing leases, the Secretary of the Interior, in consultation with the Attorney General as needed, shall conduct a comprehensive review of the ecological, economic, and environmental necessity of terminating or amending any existing wind energy leases, identifying any legal bases for such removal, and submit a report with recommendations to the President, through the Assistant to the President for Economic Policy.

Sec. 2. Temporary Cessation and Immediate Review of Federal Wind Leasing and Permitting Practices. (a) In light of various alleged legal deficiencies underlying the Federal Government's leasing and permitting of onshore and offshore wind projects, the consequences of which may lead to grave harm -- including negative impacts on navigational safety interests, transportation interests, national security interests, commercial interests, and marine mammals -- and in light of potential inadequacies in various environmental reviews required by the National Environmental Policy Act to lease or permit wind projects, the Secretary of the Interior, the Secretary of Agriculture, the Secretary of Energy, the Administrator of the Environmental Protection Agency, and the heads of all other relevant agencies, shall not issue new or renewed approvals, rights of way, permits, leases, or loans for onshore or offshore wind projects pending the completion of a comprehensive assessment and review of Federal wind leasing and permitting practices. The Secretary of the Interior shall lead that assessment and review in consultation with the Secretary of the Treasury, the Secretary of Agriculture, the Secretary of Commerce, through the National Oceanic and Atmospheric Administration, the Secretary of Energy, and the Administrator of the Environmental Protection Agency. The assessment shall consider the environmental impact of onshore and offshore wind projects upon wildlife, including, but not limited to, birds and marine mammals. The assessment shall also consider the economic costs associated with the intermittent generation of electricity and the effect of subsidies on the viability of the wind industry.

(b) In light of criticism that the Record of Decision (ROD) issued by the Bureau of Land Management on December 5, 2024, with respect to the Lava Ridge Wind Project Final Environmental Impact Statement (EIS), as approved by the Department of the Interior, is allegedly contrary to the public interest and suffers from legal deficiencies, the Secretary of the Interior shall, as appropriate, place a temporary moratorium on all activities and rights of Magic Valley Energy, LLC, or any other party under the ROD, including, but not limited to, any rights-of-way or rights of development or operation of any projects contemplated in the ROD. The Secretary of the Interior shall review the ROD and, as appropriate, conduct a new, comprehensive analysis of the various interests implicated by the Lava Ridge Wind Project and the potential environmental impacts.

(c) The Secretary of the Interior, the Secretary of Energy, and the Administrator of the Environmental Protection Agency shall assess the environmental impact and cost to surrounding communities of defunct and idle windmills and deliver a report to the President, through the Assistant to the President for Economic Policy, with their findings and recommended authorities to require the removal of such windmills.

(d) The Attorney General may, as appropriate and consistent with applicable law, provide notice of this order to any court with jurisdiction over pending litigation related to any aspect of the Federal leasing or permitting of onshore or offshore wind projects or the Lava Ridge Wind Project, and may, in the Attorney General's discretion, request that the court stay the litigation or otherwise delay further litigation, or seek other appropriate relief consistent with this order, pending the completion of the actions described in subsection (a) or subsection (b) of this section, as applicable.

This memorandum shall be implemented consistent with applicable law and subject to the availability of appropriations.

This memorandum is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person. You are authorized and directed to publish this memorandum in the Federal Register.

[renukamd]

How to Convert an LLP into a Private Limited Company in India

The stipulations outlined in Section 366 of the Companies Act, 2013, and the Company (Authorized to Register) Rules, 2014, contain provisions about business entities' operation under the Limited Liability Partnership (LLP) structure. Managing an LLP business can be challenging compared to other business forms, given that LLPs provide superior business growth and development prospects. Hence, a strategic decision may involve the Conversion of LLP to a Private Limited Company to capitalise on significant advantages and attract shareholders. With their extensive expertise, the professional team at Kanakkupillai specialises in facilitating this transition, providing you with the confidence and reassurance you need.

Guide to Converting a Limited Liability Partnership (LLP) to a Private Limited Company: 

The conversion of a Limited Liability Partnership (LLP) to a Private Limited Company involves a series of procedural steps and legal formalities. Below is a general overview of the process:

1. Board Resolution:

   - Obtain approval through a board resolution to convert the LLP to a private limited company. The resolution should include the authorisation to proceed with the conversion process.

2. Approval from Partners:

   - Obtain consent from all the partners of the LLP for the proposed conversion. It may involve drafting and signing a consent form.

3. Name Approval:

   - Apply for the availability and approval of a new name for the Private Limited Company. The proposed name should comply with the Registrar of Companies (RoC) guidelines.

4. Application for Conversion:

   - Prepare and file the necessary forms with the RoC to convert the LLP to a Private Limited Company. Include the prescribed fees and supporting documents.

5. Drafting of New MOA and AOA:

   - Draft a new Memorandum of Association (MOA) and Articles of Association (AOA) for the Private Limited Company. These documents define the company's objectives, rules, and regulations.

6. Share Allotment and Capital Structure:

   - Determine the share capital structure of the Private Limited Company and allot shares to the partners based on their contributions. It may involve drafting a share allotment agreement.

7. Obtain Digital Signature Certificates (DSC):

Obtain DSCs for the proposed directors of the Private Limited Company. All documents filed with the RoC must be digitally signed.

8. Filing with RoC:

   - Submit the necessary documents to the RoC, including the application for conversion, new MOA and AOA, and other required forms. Pay the requisite fees.

9. Certificate of Incorporation:

   - Once the RoC is satisfied with the documents, they will issue a Certificate of Incorporation for the Private Limited Company.

10. Intimate Authorities:

    - Inform various authorities, such as the Income Tax Department, about the Conversion of LLP to a Private Limited Company.

11. Update Statutory Records:

    After the conversion, it's crucial to Maintain updated statutory records, including the Register of Members, Register of Directors, and other required registers. This ongoing responsibility ensures that the company remains compliant with the law.

Given the complexity and potential variations in the conversion process, it's advisable to seek professional advice and assistance to ensure compliance with the applicable laws and regulations. The Companies Act and rules may be subject to amendments, so it's crucial to refer to the latest legal provisions during the conversion process.

Conclusion:

The Conversion of LLP to a Private Limited Company is a strategic move, necessitating careful navigation through a comprehensive set of procedural steps and legal requirements outlined in Section 366 of the Companies Act, 2013, and the Company (Authorized to Register) Rules, 2014. they decided on the challenges associated with managing an LLP and the enhanced growth opportunities offered by the Private Limited Company structure. This overview underscores the importance of securing necessary approvals, choosing an appropriate company name, and adhering to share allotment and capital structure norms. With professional support, such as from the expert team at Kanakkupillai, businesses can successfully undergo this conversion, ensuring compliance with laws and regulations and leveraging the significant advantages of a Private Limited Company. Staying abreast of the latest legal provisions is crucial for a seamless transition.

[forblogmostly]

Board Meeting Highlights: Vikas Ecotech Embarks on Strategic Restructuring

On January 1, 2025, Vikas Ecotech Ltd., a company listed on both NSE and BSE, announced key outcomes from its recent Board of Directors meeting. The meeting, held at the company's registered office in New Delhi, marked a pivotal moment in the company's journey, showcasing a blend of strategic financial planning, corporate restructuring, and governance enhancement.

The Board meeting addressed several important resolutions. Foremost among these was the approval of a comprehensive plan to raise funds. This initiative aims to bolster the company’s long-term resources, supporting both organic and inorganic growth. The Board resolved to raise up to ₹200 crore through a variety of instruments, including equity shares, QIP, FCCBs, and other permissible modes, contingent on necessary approvals. The decision underscores the company’s commitment to expanding its operational horizons and exploring adjacent opportunities.

Another significant development was the decision to increase the company’s authorized capital from ₹200 crore to ₹235 crore. This move entails an amendment to Clause V of the Memorandum of Association, reflecting the company's growth ambitions and preparation for scaling operations in the future.

In a bid to strengthen corporate governance, the Board approved a reconstitution of its leadership. The restructuring involves a transition from promoter-led executive roles to a professional management structure, aimed at fostering enhanced governance and operational efficiency. Dr. Ravi Kumar Gupta, who previously served as an Independent Director, was appointed Chairman of the company. Dr. Dinesh Bhardwaj joined as an Executive Director, while CA Vijay Kumar Goel was inducted as an Independent Director. These appointments bring a wealth of expertise and professional acumen to the company’s leadership team.

Simultaneously, the company bid farewell to two key figures. Dr. Vikas Garg resigned as Managing Director and relinquished his role as Chairman and member of various board committees. This transition marks a reshuffling of roles within the promoter group entities. Additionally, Dr. Gyan Prakash Govil stepped down from his position as Chairman and Independent Director due to health concerns. Both leaders expressed gratitude for their tenure and pledged continued support for the company’s future endeavors.

The Board also approved the issuance of a postal ballot to seek shareholder approval for key decisions. This step ensures transparency and active participation from stakeholders in the company’s strategic direction. Furthermore, the Board authorized the appointment of a scrutinizer and related procedural matters, emphasizing its commitment to regulatory compliance and shareholder engagement.

In alignment with these changes, the company announced a new composition for its Board and various committees. Dr. Ravi Kumar Gupta will chair the Audit Committee, while CA Vijay Kumar Goel will lead the Nomination & Remuneration Committee. The Stakeholders and Share Transfer Committee will also see significant contributions from these seasoned professionals, ensuring robust oversight and governance.

The profiles of the newly appointed directors reflect the company’s strategic focus. Dr. Dinesh Bhardwaj, a PhD in Chemical Sciences with extensive research experience, brings expertise in organic synthesis and advanced technological applications. CA Vijay Kumar Goel, a Chartered Accountant with over three decades of experience, has a proven track record in project financing, corporate governance, and strategic financial management. These appointments signify Vikas Ecotech’s dedication to harnessing diverse skill sets to drive innovation and growth.

The Board meeting commenced at 12:10 PM and concluded at 1:35 PM, with the resolutions signaling a transformative phase for Vikas Ecotech. The company’s proactive steps towards financial augmentation, governance reforms, and strategic leadership transitions position it well to navigate the evolving business landscape and achieve its growth aspirations.

As Vikas Ecotech moves forward, the emphasis on professionalism, transparency, and innovation underscores its commitment to delivering value to stakeholders and solidifying its position as a leading player in its industry.

[csprakash]

Procedure for Change in Objects of the Company

A change in the objects of a company refers to altering the business activities or purposes for which the company was initially incorporated. This process is usually necessary when a company wants to expand, diversify, or modify its operations. The procedure involves several steps to ensure compliance with legal and regulatory requirements.

Board Resolution: The first step involves the company’s board of directors passing a resolution to approve the proposed change in the objects. This ensures that the change aligns with the company’s current goals and business strategy.

Shareholder Approval: After board approval, the company must seek approval from its shareholders. This is typically done through a special resolution passed at a general meeting, where a two-thirds majority of shareholders must agree to the change. This step is crucial to ensure that the decision is supported by the stakeholders who are most affected by it.

Amendment of Memorandum of Association (MOA): Once shareholder approval is obtained, the company's Memorandum of Association (MOA) must be amended to reflect the new business objects. This amendment is a formal legal document outlining the company’s new purposes, which must be in line with the regulations governing the industry.

Filing with the Registrar of Companies (RoC): The amended MOA, along with the special resolution and other necessary documents, must be filed with the Registrar of Companies (RoC) for approval. The company is required to submit the prescribed forms and fees at this stage.

RoC Approval: Upon receiving the filing, the RoC reviews the documents to ensure compliance with the law. If satisfied, the RoC approves the change, and the new objects are officially recorded.

Public Notice: In certain jurisdictions, the company may be required to issue a public notice to inform stakeholders about the change, ensuring transparency and legal compliance.

This entire process ensures that the company remains legally compliant while keeping its stakeholders informed of the changes.

[news365timesindia]

[ad_1] IEL Limited (formerly Indian Extractions Limited) (BSE: 524614, Symbol - INDXTRA), a renowned name in chemical, dye, pigment, and commodity trading, has announced its strategic diversification into the warehousing and storage sector. As a significant milestone in this journey, the company has acquired approximately 29,598.89 square meters of land in Village Neeva, Sarojini Nagar, District Lucknow, for RS. 11.80 crores.   IEL(indxtra limited) diversified into warehouse solution   Evolution and Diversification Starting as a manufacturer and exporter of solvent extraction and groundnut oil, IEL Limited has evolved into a key player in export trading and chemical indenting. Catering to international markets like the U.S. and Europe, the company specializes in trading chemicals, dyes, pigments, intermediates, and commodities, while also providing marketing and support services.   Building on its established expertise, IEL is expanding into the development, operation, and management of modern storage facilities across India. This move represents a transformative step in the company’s growth, positioning it as a leader in the burgeoning warehousing and logistics sector.   Ambitious Warehousing Initiatives IEL Limited’s new warehousing and storage ventures will feature state-of-the-art facilities, including: Warehouses Cold storage units Godowns   Equipped with advanced technology, these facilities will streamline logistics and distribution, addressing the increasing demand for reliable storage solutions across industries. By amending its Memorandum of Association, IEL has laid a foundation for its new business focus, which includes: Constructing and maintaining storage facilities for commodities and goods. Offering services such as clearing, forwarding, transportation, and distribution of stored items. Acting as packers, hauliers, and commission agents to support end-to-end logistics solutions.   Lucknow Land Acquisition The recently acquired land in Lucknow will be used to establish cutting-edge storage facilities, marking the company’s first project in its warehousing and logistics diversification. This initiative underscores IEL’s commitment to contributing to India’s infrastructure growth and addressing the evolving needs of various industries.   Market Potential India’s warehousing and logistics sector is projected to grow exponentially, reaching a market size of $215 billion by 2026. IEL Limited’s entry into this space positions it to seize emerging opportunities, playing a pivotal role in enhancing India’s supply chain infrastructure.   Leadership’s Vision Commenting on this strategic initiative, IEL Limited’s leadership stated, "Our diversification into warehousing and storage aligns with our vision to evolve with market demands. The Lucknow project is the first of many steps we are taking to offer state-of-the-art storage solutions across India. This expansion not only strengthens our business portfolio but also reflects our commitment to contributing to the nation’s economic growth and infrastructure development."   About IEL Limited Listed on the BSE, IEL Limited has a rich legacy in manufacturing and exporting, later establishing itself as a trusted name in chemical and commodity trading. With a focus on quality and reliability, the company has expanded its presence in domestic and international markets. Now venturing into warehousing and logistics, IEL is poised to play a transformative role in India’s supply chain sector. !function(f,b,e,v,n,t,s) if(f.fbq)return;n=f.fbq=function()n.callMethod? n.callMethod.apply(n,arguments):n.queue.push(arguments); if(!f._fbq)f._fbq=n;n.push=n;n.loaded=!0;n.version='2.0'; n.queue=[];t=b.createElement(e);t.async=!0; t.src=v;s=b.getElementsByTagName(e)[0]; s.parentNode.insertBefore(t,s)(window,document,'script', 'https://connect.facebook.net/en_US/fbevents.js');

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[news365times]

[ad_1] IEL Limited (formerly Indian Extractions Limited) (BSE: 524614, Symbol - INDXTRA), a renowned name in chemical, dye, pigment, and commodity trading, has announced its strategic diversification into the warehousing and storage sector. As a significant milestone in this journey, the company has acquired approximately 29,598.89 square meters of land in Village Neeva, Sarojini Nagar, District Lucknow, for RS. 11.80 crores.   IEL(indxtra limited) diversified into warehouse solution   Evolution and Diversification Starting as a manufacturer and exporter of solvent extraction and groundnut oil, IEL Limited has evolved into a key player in export trading and chemical indenting. Catering to international markets like the U.S. and Europe, the company specializes in trading chemicals, dyes, pigments, intermediates, and commodities, while also providing marketing and support services.   Building on its established expertise, IEL is expanding into the development, operation, and management of modern storage facilities across India. This move represents a transformative step in the company’s growth, positioning it as a leader in the burgeoning warehousing and logistics sector.   Ambitious Warehousing Initiatives IEL Limited’s new warehousing and storage ventures will feature state-of-the-art facilities, including: Warehouses Cold storage units Godowns   Equipped with advanced technology, these facilities will streamline logistics and distribution, addressing the increasing demand for reliable storage solutions across industries. By amending its Memorandum of Association, IEL has laid a foundation for its new business focus, which includes: Constructing and maintaining storage facilities for commodities and goods. Offering services such as clearing, forwarding, transportation, and distribution of stored items. Acting as packers, hauliers, and commission agents to support end-to-end logistics solutions.   Lucknow Land Acquisition The recently acquired land in Lucknow will be used to establish cutting-edge storage facilities, marking the company’s first project in its warehousing and logistics diversification. This initiative underscores IEL’s commitment to contributing to India’s infrastructure growth and addressing the evolving needs of various industries.   Market Potential India’s warehousing and logistics sector is projected to grow exponentially, reaching a market size of $215 billion by 2026. IEL Limited’s entry into this space positions it to seize emerging opportunities, playing a pivotal role in enhancing India’s supply chain infrastructure.   Leadership’s Vision Commenting on this strategic initiative, IEL Limited’s leadership stated, "Our diversification into warehousing and storage aligns with our vision to evolve with market demands. The Lucknow project is the first of many steps we are taking to offer state-of-the-art storage solutions across India. This expansion not only strengthens our business portfolio but also reflects our commitment to contributing to the nation’s economic growth and infrastructure development."   About IEL Limited Listed on the BSE, IEL Limited has a rich legacy in manufacturing and exporting, later establishing itself as a trusted name in chemical and commodity trading. With a focus on quality and reliability, the company has expanded its presence in domestic and international markets. Now venturing into warehousing and logistics, IEL is poised to play a transformative role in India’s supply chain sector. !function(f,b,e,v,n,t,s) if(f.fbq)return;n=f.fbq=function()n.callMethod? n.callMethod.apply(n,arguments):n.queue.push(arguments); if(!f._fbq)f._fbq=n;n.push=n;n.loaded=!0;n.version='2.0'; n.queue=[];t=b.createElement(e);t.async=!0; t.src=v;s=b.getElementsByTagName(e)[0]; s.parentNode.insertBefore(t,s)(window,document,'script', 'https://connect.facebook.net/en_US/fbevents.js');

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[ejesgistnews]

First Bank Rebrands to First Holdco Plc, Shareholders Approve N350 Billion Capital Raise.   First Bank of Nigeria (FBN) Holdings Plc, one of Nigeria’s oldest and most respected financial institutions, has officially received shareholder approval to change its name to First Holdco Plc. The decision, aimed at creating a uniform identity across its subsidiaries, was finalized during the bank’s 12th Annual General Meeting (AGM), held virtually on November 14, 2024. Name Change for Uniform Brand Identity The rebranding move includes transitioning from the legal name FBN Holdings Plc to First Holdco Plc, while the brand name will be simplified to FirstHoldco. The resolution will also be applied to all subsidiaries of the group. The announcement was made by Adewale Arogundade, the company’s Secretary, who emphasized the importance of a unified corporate identity to reflect the evolving nature of the business. Delta Assembly Approves Name Change for University of Science and Technology, Ozoro In a formal statement, First Bank said: "The change of legal and brand names from FBN Holdings Plc to First Holdco Plc and FirstHoldco, respectively, is aimed at streamlining the group’s identity across all subsidiaries." Approval for N350 Billion Capital Raise In addition to the name change, shareholders have also sanctioned the bank's plan to raise ₦350 billion in new capital. This fundraising initiative will be executed through a combination of public offerings, private placements, and rights issues. The capital boost is expected to enhance the company’s capacity to expand its operations and solidify its market position. The statement from First Bank further elaborated: "Upon completion of the processes for the name change and capital increase, the company’s Memorandum and Articles of Association will be amended accordingly to reflect the new legal name and issued share capital." System Migration Update In related developments, First Bank has announced a scheduled system migration to a new cloud-based procurement and financial platform. The transition, which aims to improve efficiency, is set to take place from Saturday, October 26, 2024, with full operations expected to resume by Monday, November 4, 2024. The migration may temporarily disrupt certain banking services. The rebranding, capital raise, and system upgrade mark significant steps in the bank’s strategic plan to modernize its operations and enhance customer experience across its extensive network in Africa and Europe.

[legalwires]

Amendment of the Name & Object Clauses of a Company

Introduction In the ever-changing world of business, companies frequently need to adjust and develop in order to satisfy shifting market needs, regulations, or strategic objectives. The name clause and the object clause both found in the Memorandum of Association are vital elements of a company’s foundational documents. The name clause identifies the official company name, and the object clause…

[economics-around-you]

Company Law (CS Executive): In-Depth Guide for 2024 Exam 

 Company Law is one of the most crucial subjects for students pursuing the CS Executive course. It not only forms the basis for understanding corporate regulations and governance but also shapes the role of a Company Secretary in ensuring compliance with legal standards in organizations. This subject focuses on the Companies Act, 2013, and covers a wide range of topics, from company incorporation to corporate governance, CSR, and winding-up procedures. 

This detailed guide will help students prepare thoroughly for the Company Law paper in the CS Executive 2024 exam, while also outlining how Success Edge Academy can support students in their preparation journey. 

Detailed Syllabus for Company Law (CS Executive) 

Understanding the syllabus thoroughly is the first step toward excelling in Company Law. The syllabus is designed to give students a comprehensive knowledge of the legal framework governing companies. Let’s break down the syllabus into sections for easier understanding: 

1. Introduction to Company Law 

Development and Evolution: This section discusses the evolution of Company Law in India. Students must focus on the historical context that led to the Companies Act, 2013, and its amendments. 

The Companies Act, 2013: Detailed study of the significant provisions, amendments, and the relevance of the Act. 

Types of Companies: Public, Private, Government, and other categories, with focus on key differences in legal standing and requirements. 

2. Incorporation of Companies 

Procedure for Incorporation: In-depth study of steps involved in incorporating a company under The Companies Act, 2013. 

Memorandum and Articles of Association: Key provisions, contents, and procedures for alteration. 

Legal Doctrines: Understanding the Doctrine of Ultra Vires, Doctrine of Indoor Management, and Doctrine of Constructive Notice is crucial. 

Promoters: Roles, duties, and liabilities of promoters in forming a company. 

3. Share Capital and Debentures 

Types of Share Capital: Authorized, issued, subscribed, and paid-up capital. 

Issue of Shares: Procedures for the issue, transfer, transmission, and forfeiture of shares. 

Debentures: Types of debentures, issue procedures, redemption, and related regulations. 

4. Management and Administration 

Board of Directors: Structure of the board, appointment, removal, and resignation of directors. 

Roles and Responsibilities of Directors: Focus on the duties, powers, and liabilities of directors. 

Meetings: Rules governing Board Meetings, General Meetings, and Resolutions. 

Corporate Governance: Importance of governance and key provisions laid down in the Companies Act and SEBI guidelines. 

5. Corporate Social Responsibility (CSR) 

CSR Provisions: Specifics of Section 135 of the Companies Act. 

CSR Policy: Rules regarding formulation, reporting, and implementation of CSR activities. 

CSR Committee: Roles and functions of the CSR Committee and compliance requirements. 

6. Dividends, Accounts, and Audits 

Declaration of Dividends: Legal procedure for the declaration and distribution of dividends. 

Company Accounts: Maintenance of books of accounts, preparation of financial statements. 

Auditors: Procedures for the appointment of auditors, their responsibilities, and powers. 

7. Winding Up of Companies 

Types of Winding Up: Voluntary, compulsory, and other forms of winding-up under the Act. 

Role of Liquidators: Powers, duties, and responsibilities in the winding-up process. 

Insolvency and Bankruptcy Code (IBC): Importance of IBC, 2016, and its impact on winding-up procedures. 

8. Compromises, Arrangements, and Amalgamations 

Mergers and Acquisitions: Legal framework surrounding mergers, acquisitions, and demergers. 

Compromises and Arrangements: Procedural aspects of compromises between companies and creditors. 

Amalgamations: Legal requirements and procedural formalities for amalgamations. 

9. Oppression and Mismanagement 

Protection of Minority Shareholders: Rights available under the Companies Act for the prevention of oppression. 

National Company Law Tribunal (NCLT): Role of NCLT in handling cases of oppression and mismanagement. 

Exam Pattern for Company Law (CS Executive) 

The Company Law paper in the CS Executive exam is a mix of descriptive questions and case law applications. Students need to be well-versed in theory, but they also need to be able to apply their knowledge to real-life scenarios. 

Total Marks: 100 

Duration: 3 hours 

Types of Questions: Descriptive and practical case studies 

Weightage: 

Theoretical Concepts: ~40% 

Case Law Applications: ~60% 

Key Study Tips for Company Law 

Preparing for Company Law can seem daunting due to the vastness of the subject, but a strategic approach can make it manageable. Here are some study tips to help students ace this paper: 

1. Deep Dive into the Companies Act, 2013 

Thoroughly read each section of the Companies Act with a focus on incorporation, share capital, meetings, and winding-up. 

Keep updated with amendments to the Act, as the syllabus and exam questions often reflect recent legal changes. 

2. Case Laws and Applications 

Pay close attention to important case laws that illustrate the application of Company Law principles. Understanding how legal precedents are applied in real scenarios is vital for case-based questions. 

3. Summarize and Revise Key Sections 

Create concise notes or flashcards for quick revision of major sections like Board Meetings, Directors' duties, and winding up. This will help you revise quickly closer to the exam. 

4. Solve Past Year Papers 

Review past exam papers and identify patterns in the types of questions asked. Focus on understanding how questions are framed around case laws, practical applications, and theoretical concepts. 

5. Mock Tests and Time Management 

Enroll in mock tests that simulate real exam conditions. Practice completing questions within the time limit to manage your time effectively during the exam. 

6. Group Discussions and Peer Learning 

Participate in group discussions with fellow students. Discussing complex topics with others helps in better retention and understanding. 

7. Regular Revision 

Consistent revision of important topics is essential. Make a revision schedule that ensures you cover all the key topics multiple times before the exam. 

How Success Edge Academy Can Help You Ace Company Law 

At Success Edge Academy, we understand the challenges students face in mastering Company Law for the CS Executive exam. Here’s how we can support your preparation: 

Experienced Faculty: Our team includes expert faculty members with years of experience in teaching Company Law. Their in-depth knowledge helps students grasp complex legal provisions with ease. 

Structured Learning: We provide a well-structured syllabus plan that covers every aspect of Company Law, ensuring that students don’t miss out on any critical topics. 

Regular Assessments: Our regular tests and assessments help students track their progress and understand their areas of improvement. 

Practical Case Law Applications: We emphasize the practical application of Company Law through case laws, enabling students to tackle case-based questions confidently. 

Doubt-Solving Sessions: Dedicated doubt-clearing sessions allow students to resolve their queries and strengthen their understanding of difficult topics. 

Comprehensive Study Material: We provide up-to-date study materials, including the latest amendments and case laws, ensuring students have access to the best resources. 

With our focused and systematic approach, Success Edge Academy helps students build a solid foundation in Company Law, equipping them with the skills needed to succeed in the CS Executive exam. 

FAQs on Company Law (CS Executive) 

1. How important is Company Law in the CS Executive exam? 

Company Law is one of the core subjects in the CS Executive syllabus. It carries a total of 100 marks and focuses on providing a comprehensive understanding of the legal framework governing companies in India. 

2. What are the critical topics to focus on for Company Law? 

Key topics include Incorporation of Companies, Directors’ Duties and Responsibilities, Share Capital, Winding Up, Corporate Governance, and CSR. 

3. How can I effectively study case laws for Company Law? 

Focus on understanding the facts, legal principles, and outcomes of landmark cases. Practice writing answers that apply these case laws to hypothetical scenarios. 

4. How does Success Edge Academy help students with Company Law preparation? 

Success Edge Academy offers expert faculty, structured learning, regular assessments, and comprehensive study material, helping students prepare thoroughly for the CS Executive exam. 

Conclusion 

Mastering Company Law is essential for becoming a successful Company Secretary. With thorough preparation, regular practice, and expert guidance from Success Edge Academy, students can confidently 

[masarca]

Health Check for VAT Accounts:

Introduction:

As per UAE law, businesses must ensure full compliance with VAT regulations administered by the Federal Tax Authority (FTA). A VAT health check in UAE is an essential process that helps companies assess their VAT records, tax returns, and overall compliance to avoid fines and penalties. This review ensures that VAT is correctly applied to transactions, payments are made on time, and exemptions or zero-rated supplies are handled accurately, safeguarding the business from costly errors and legal risks.

Do you have any Changes in Your License (Changes in Shareholder. etc):

In the UAE, any changes in company structure, such as alterations in shareholders, ownership, or company directors, must be reported to the relevant authorities to maintain legal compliance. According to UAE Commercial Companies Law (Federal Law No. 2 of 2015), businesses are required to update their trade license with the Department of Economic Development (DED) whenever such changes occur. This includes filing necessary documentation and amending the Memorandum of Association (MoA) to reflect the new ownership or management structure. Failure to report these changes promptly can lead to penalties, fines, or even suspension of business activities.

Did you update your portal details?

Updating portal details, such as contact information, authorized personnel, or other business-related data, is a mandatory requirement under the guidelines of the Federal Tax Authority (FTA) and other regulations. Businesses must ensure that their registered information is accurate and current in the respective portals, as it affects communication, tax filings, and compliance. According to UAE law, any changes in the company's structure, such as management, address, or ownership, must be updated promptly. Failure to update portal details can result in administrative penalties and delays in critical processes like license renewals or tax assessments.

Are you Eligible for VAT Registration or Not?

For more details and information: Health check for VAT Accounts

[acquisory]

Companies (Amendment) Bill 2017 – Simplification of Procedures

The Companies (Amendment) Bill, 2017 with amendments over the Companies (Amendment) Bill, 2016 has been passed by the Lok Sabha in July, 2017. These changes suppressed the relevant portion of the Companies Act, 2013.

The major amendments proposed include simplification of the private placement process, rationalization of provisions related to loan to directors, omission of provisions relating to forward dealing and insider trading, doing away with the requirement of approval of the Central Government for managerial remuneration above prescribed limits, aligning disclosure requirements in the prospectus with the regulations to be made by SEBI, providing for maintenance of register of significant beneficial owners and filing of returns in this regard to the ROC and removal of requirement for annual ratification of appointment or continuance of auditor.

The bill has total 93 Clauses by which 92 Amendments been carried out, includes Amendment of Existing Sections, Insertion of New Sections, Substitution of Existing Section with New Sections and Omission of Few Sections.

Overview of the Amendments

The main object is to improve the ease of doing business so that people who want to start a business — even an one-man company (a startup) do not have to go through much formalities, disclosures or forms. So, the idea is to make the law simple so that only lawyers do not benefit and the companies also benefit.

The major official amendments introduced include continuing with the provisions relating to layers of subsidiaries, continuing with the earlier provisions with respect of memorandum, making offence for contravention of provisions relating to deposits as non-compoundable, requiring attaching of financial statement of associate companies, stringent additional fees of Rs 100 per day in case of…

Read more: https://www.acquisory.com/ArticleDetails/49/Companies-(Amendment)-Bill-2017-%E2%80%93-Simplification-of-Procedures

[renukamd]

The Legal Requirements for Converting an LLP to a Private Limited Company

The stipulations outlined in Section 366 of the Companies Act, 2013, and the Company (Authorized to Register) Rules, 2014, contain provisions about business entities' operation under the Limited Liability Partnership (LLP) structure. Managing an LLP business can be challenging compared to other business forms, given that LLPs provide superior business growth and development prospects. Hence, a strategic decision may involve the Conversion of LLP to a Private Limited Company to capitalise on significant advantages and attract shareholders. With their extensive expertise, the professional team at Kanakkupillai specialises in facilitating this transition, providing you with the confidence and reassurance you need.

Guide to Converting a Limited Liability Partnership (LLP) to a Private Limited Company: 

The conversion of a Limited Liability Partnership (LLP) to a Private Limited Company involves a series of procedural steps and legal formalities. Below is a general overview of the process:

1. Board Resolution:

   - Obtain approval through a board resolution to convert the LLP to a private limited company. The resolution should include the authorisation to proceed with the conversion process.

2. Approval from Partners:

   - Obtain consent from all the partners of the LLP for the proposed conversion. It may involve drafting and signing a consent form.

3. Name Approval:

   - Apply for the availability and approval of a new name for the Private Limited Company. The proposed name should comply with the Registrar of Companies (RoC) guidelines.

4. Application for Conversion:

   - Prepare and file the necessary forms with the RoC to convert the LLP to a Private Limited Company. Include the prescribed fees and supporting documents.

5. Drafting of New MOA and AOA:

   - Draft a new Memorandum of Association (MOA) and Articles of Association (AOA) for the Private Limited Company. These documents define the company's objectives, rules, and regulations.

6. Share Allotment and Capital Structure:

   - Determine the share capital structure of the Private Limited Company and allot shares to the partners based on their contributions. It may involve drafting a share allotment agreement.

7. Obtain Digital Signature Certificates (DSC):

Obtain DSCs for the proposed directors of the Private Limited Company. All documents filed with the RoC must be digitally signed.

8. Filing with RoC:

   - Submit the necessary documents to the RoC, including the application for conversion, new MOA and AOA, and other required forms. Pay the requisite fees.

9. Certificate of Incorporation:

   - Once the RoC is satisfied with the documents, they will issue a Certificate of Incorporation for the Private Limited Company.

10. Intimate Authorities:

    - Inform various authorities, such as the Income Tax Department, about the Conversion of LLP to a Private Limited Company.

11. Update Statutory Records:

    After the conversion, it's crucial to Maintain updated statutory records, including the Register of Members, Register of Directors, and other required registers. This ongoing responsibility ensures that the company remains compliant with the law.

Given the complexity and potential variations in the conversion process, it's advisable to seek professional advice and assistance to ensure compliance with the applicable laws and regulations. The Companies Act and rules may be subject to amendments, so it's crucial to refer to the latest legal provisions during the conversion process.

Conclusion:

The Conversion of LLP to a Private Limited Company is a strategic move, necessitating careful navigation through a comprehensive set of procedural steps and legal requirements outlined in Section 366 of the Companies Act, 2013, and the Company (Authorized to Register) Rules, 2014. they decided on the challenges associated with managing an LLP and the enhanced growth opportunities offered by the Private Limited Company structure. This overview underscores the importance of securing necessary approvals, choosing an appropriate company name, and adhering to share allotment and capital structure norms. With professional support, such as from the expert team at Kanakkupillai, businesses can successfully undergo this conversion, ensuring compliance with laws and regulations and leveraging the significant advantages of a Private Limited Company. Staying abreast of the latest legal provisions is crucial for a seamless transition.

[forblogmostly]

Rising Star in Penny Stocks: Hardwyn India Ltd. Surges with Expected Bonus Share Announcement

In a noteworthy development, Hardwyn India Ltd., a multibagger penny stock priced below Rs 50, experienced a significant spike in value, driven by expectations of a forthcoming announcement of bonus shares. For the past few years, this stock has demonstrated an extraordinary performance, providing investors with an impressive return of 2,920 percent over three years, while its gains since listing have been an eye-popping 7,960 percent. This exceptional trajectory has certainly caught the attention of the market, with both seasoned and new investors taking a close look.

While the benchmark indices BSE Sensex and NSE Nifty-50 saw a slight dip, with the BSE Sensex down by 0.03 percent and the NSE Nifty-50 down by 0.05 percent, Hardwyn India Ltd. managed to defy the trend, standing out as one of the day’s top gainers. The stock saw a robust surge of 12.98 percent, climbing from Rs 35.67 to Rs 40.30 in a single day. Adding to this impressive rally was a threefold increase in trading volume, indicating strong buying interest. Over the past year, the stock price has varied between a 52-week high of Rs 51.77 and a low of Rs 26.10, suggesting both volatility and potential for substantial growth.

The upcoming meeting of the Board of Directors of Hardwyn India Ltd. has been scheduled for Thursday, November 14, 2024. The board meeting, set to take place at the company’s registered office in New Delhi, is expected to address a range of key items, sparking optimism and fueling speculation in the market. Among the agenda items are the approval of the standalone and consolidated unaudited financial results for the quarter and half-year ending September 30, 2024, and, significantly, the issuance of fully paid-up bonus equity shares to its shareholders. Additionally, the board will discuss a proposal to increase the company's authorized share capital, which, if approved, would require amendments to the company's memorandum and articles of association.

With a current market capitalization of Rs 1,368 crore, Hardwyn India Ltd. is listed on both BSE and NSE. The company specializes in manufacturing high-quality architectural hardware and glass fittings, catering to both residential and commercial needs. Its comprehensive solutions have established it as a reputable name in the hardware industry. The company’s growth is reflected in its financial performance over the past fiscal year (FY24), during which standalone net sales rose by 8.35 percent to Rs 135.50 crore, and net profit climbed by 8 percent to Rs 9.75 crore. On a consolidated basis, the company posted annual net sales of Rs 157.84 crore, along with a net profit of Rs 10.23 crore, marking a consistent upward trend.

[csprakash]

Procedure for Change in Objects of the Company

 The objects clause in a company’s Memorandum of Association (MoA) outlines the scope of activities the company is legally authorized to undertake. As businesses evolve, companies may need to modify this clause to reflect new ventures or changes in strategy. Altering the objects clause is a significant step, governed by the Companies Act, 2013, and requires careful adherence to legal procedures.

Reasons for Changing the Object change

Companies may change their objects for several reasons:

Expansion into New Markets or Activities: A company may explore new business areas not covered by its original objectives.

Change in Business Strategy: The Object change shift direction, necessitating an amendment to its objectives.

Regulatory Requirements: Changes in regulations may require updating the objects clause.

Diversification: Companies entering unrelated fields may need to update their objectives to include new activities.

Steps to Change the Objects Clause

1. Board Meeting for Approval

The process begins with a board meeting to discuss and approve the proposal to change the objects clause. The board must:

Approve the draft resolution to amend the objects clause.

Set a date for an Extraordinary General Meeting (EGM) to seek shareholders’ approval.

Authorize a director or company secretary to issue a notice for the EGM.

2. Issuing Notice for Extraordinary General Meeting (EGM)

Once the board approves the proposal, the company must send a notice to shareholders, directors, and auditors. The notice should:

Include the agenda for the EGM and the resolution for altering the objects clause.

Provide an explanation of the new objectives and reasons for the change.

Be sent at least 21 days before the EGM, in compliance with Section 101 of the Companies Act.

3. Holding the Extraordinary General Meeting (EGM)

At the EGM, shareholders will vote on the resolution. Since changing the objects clause is a significant alteration to the company’s MoA, the resolution must be passed as a Special Resolution, requiring at least 75% of the votes to be in favor.

4. Filing Special Resolution with Registrar of Companies (ROC)

After the Special Resolution is passed, the company must file it with the ROC using:

Form MGT-14: To file the special resolution within 30 days of the EGM.

A certified copy of the special resolution and a notice of the EGM.

The altered MoA, reflecting the new objects.

5. Approval from Registrar of Companies (ROC)

The ROC reviews the application, and if everything is in order, they approve the changes and update the company’s MoA. The change is effective from the date of ROC approval.

6. Amendment of Certificate of Incorporation (if required)

In some cases, where the objects are a major part of the company’s identity, the Certificate of Incorporation may need to be updated to reflect the new objectives.

Post-Approval Compliance

After approval, the company must:

Update corporate records and communicate the change to stakeholders, financial institutions, and other relevant parties.

Ensure the company’s website, letterheads, and public documents reflect the new objects.

Conclusion

Changing the Object change  is a significant step, requiring careful execution of legal procedures. By following the proper steps—board meeting, shareholder approval, and filing with the ROC—companies can realign their objectives while ensuring legal compliance.

#practising company secretary in coimbatore