Southern Infoconsultants Limited Updates Memorandum and Articles of Association

Southern Infoconsultants Limited (ISIN: INE298B01010) has taken a significant step towards aligning its corporate governance structure with current regulatory requirements. The company received approval from the Ministry of Corporate Affairs on October 30, 2025, for the adoption of new Memorandum of Association (MOA) and Articles of Association (AOA).

Key Changes

The primary purpose of these changes is to bring the company's existing MOA and AOA, which were based on the Companies Act 1956, in line with the provisions of the Companies Act 2013. This update reflects Southern Infoconsultants' commitment to maintaining compliance with the latest regulatory framework.

Modifications to MOA

The alterations to the Memorandum of Association include:

Re-alignment of the object clause and liability clause as per Table A of Schedule I of the Companies Act, 2013.
No change in the main objects of the company.
Deletion of the existing Clause III (B) containing "Objects Incidental or Ancillary to the attainment of Main Objects" and replacement with a new Clause III (B) titled "Matters which are necessary for furtherance of the Objects specified in Clause III (A)".
Complete deletion of the existing Clause III (C) containing "Other Objects".
Modification of Clause IV regarding the liability of members.

Changes to AOA

The Articles of Association have been comprehensively revised to align with the provisions of the Companies Act, 2013. This includes:

Updating references to specific sections of the Act.
Aligning regulations with the new Act's requirements.
Adopting a new set of Articles of Association in substitution of the existing AOA.

Shareholder Approval and Implementation

These changes were made following shareholder approval obtained at the company's Annual General Meeting. The implementation of these updates demonstrates Southern Infoconsultants' proactive approach to corporate governance and regulatory compliance.

Implications

The adoption of the new MOA and AOA is expected to:

Ensure better alignment with current regulatory requirements.
Potentially improve corporate governance practices.
Provide a more up-to-date framework for the company's operations.

Investors and stakeholders can view these changes as a positive step towards modernizing the company's governance structure and ensuring compliance with the latest corporate laws.

Southern Infoconsultants has duly informed the Bombay Stock Exchange of these changes, as required under Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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Southern Infoconsultants Limited has announced significant changes to its board composition and outlined plans for its upcoming 31st Annual General Meeting (AGM). The company's Board of Directors approved these changes during a meeting held on September 4, 2025.

Key Highlights

The 31st AGM is scheduled for September 29, 2025, to be conducted via video conferencing.
Share transfer books will be closed from September 22-29, 2025.
Multiple board appointments and changes have been proposed, subject to shareholder approval.
A new statutory auditor has been recommended for a five-year term.

Board Restructuring

Southern Infoconsultants has proposed several changes to its board structure:

New Appointments

Shivani Sharma: Proposed as Additional Non-Executive Non-Independent Director
Vijaya Raje Singh: Nominated as Non-Executive Independent Director
Anju Uppal: Nominated as Non-Executive Independent Director

Re-appointment

Siddharth Sharma: Proposed for re-appointment as Whole-Time Director for a five-year term

Cessations

Rajiv Mishra and Dharmendra Singh will conclude their terms as Independent Directors on September 29, 2025

Professional Backgrounds of New Appointees

Appointee	Background
Shivani Sharma	A marketing professional with over 10 years of experience in brand building and category creation. She is the sister of Whole-Time Director Siddharth Sharma and daughter of Director Deepali Sharma.
Vijaya Raje Singh	An education professional with 17 years of experience in teaching and academic administration. Her expertise includes leadership, governance, and critical analysis.
Anju Uppal	An insurance professional with more than 10 years of experience in risk assessment, compliance, and policy structuring.

Auditor Changes

New Statutory Auditor: Mukesh Agrawal & Co, Chartered Accountants (FRN: 011393N), has been recommended for appointment for a five-year term, from the 31st to the 36th AGM.
Outgoing Auditor: V Sahai Tripathi & Co will conclude their term at the end of the 31st AGM.
Secretarial Auditor: Nitin Bhatia & Co, Practicing Company Secretaries, has been appointed for a five-year term from 2025-26 to 2029-30.

Additional AGM Agenda Items

Adoption of new Articles and Memorandum of Association under the Companies Act, 2013.
E-voting period set from September 26, 2025 (9:00 AM) to September 28, 2025 (5:00 PM).
NSDL appointed to conduct the online voting procedure for the AGM.

The proposed board changes and AGM agenda items reflect Southern Infoconsultants' efforts to strengthen its governance structure and align with current regulatory requirements. Shareholders will have the opportunity to vote on these proposals during the upcoming AGM.