BSECompany Update17h ago · 25 Sept 2026, 06:13 pm
The Company has in its AGM held on 25th September, 2026 has approved Amendment in Articles of Association of the Company.
Hilltone Software and Gases Ltd · 544308
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Hilltone Software and Gases Ltd has approved the adoption of a new set of Articles of Association at its 33rd Annual General Meeting, with changes including the addition of clauses related to the appointment and powers of Managing Directors.
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Earnings Impact2/10
Growth Catalyst2/10
Governance Concern3/10
Regulatory Risk2/10
Balance Sheet Risk2/10
Liquidity Impact5/10
Market Sentiment5/10
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Hilltone Software and Gases Ltd - 544308 - Announcement under Regulation 30 (LODR)-Amendments to Memorandum & Articles of Association
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Date: 25/09/2026
General Manager
BSE Limited,
P.J. Tower, Dalal Street,
Fort, Mumbai 400 001
Dear Sir/Madam,
Sub: Disclosure under Regulation 30 of SEBI (LODR) Regulations, 2015 Adoption of
New set of Article of Association (“AOA”) of the Company
Scrip Code: 544308
Dear Sir,
In Compliance with Regulation 30 of the SEBI (LODR) Regulations, 2015, we hereby inform
you that the shareholders of the Company at its 33rd Annual General Meeting held today i.e.
25th September, 2026, has approved the adoption of New set of Article of Association
(“AOA”) of the Company.
Disclosure as required under Regulation 30 of the SEBI (LODR) Regulations, 2015 is
enclosed herewith as Annexure A.
The details required under Regulation 30 read with Part A of Schedule III of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No.
CIR/CFD/CMD/4/2015 dated September 09, 2015 is given in the enclosed Annexure-I.
The meeting of commenced at 03.18 p.m. and concluded at 03:33 p.m.
You are requested to take the same on your records
Thanking you,
Yours faithfully
For Hilltone Software and Gases Limited
HINISHA PATEL
COMPANY SECRETARY AND COMPLIANCE OFFICER
Mem- A59842
Annexure I
The details required under Regulation 30 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 pertaining to adoption of new set of Article of
Association (“AOA”) of the Company.
Sr. Change in AOA
1. Addition of following Clauses after Clause 91
92. Number of Managing Directors
Subject to the provisions of the Companies Act, the Company may from time to time
to appoint one or more Managing Directors, Joint Managing Director, or Co-
Managing Director of the Company. The Board may determine their term of office,
remuneration, duties, and conditions of service, subject to any required approvals
of the shareholders in a General Meeting.
93. Division of Management Powers
Every Managing Director, Joint Managing Director, or Co-Managing Director so
appointed shall be exercised with substantial powers of management over the
affairs of the Company. Where more than one Managing Director is appointed, the
Board may, at its absolute discretion, allocate, divide, or segregate specific
business operations, geographic territories, or functional portfolios between them.
Such division of power shall be recorded through a Board Resolution or separate
employment agreements.
94. Exercise of Authority
Unless the Board decides otherwise or outlines specific restrictions in their terms of
appointment, every Managing Director, Joint Managing Director, or Co-Managing
Director shall have the power to act individually and bind the Company within their
designated portfolio. For matters falling outside their individual portfolios, or for
material corporate transactions (such as major capital expenditure, borrowing, or
asset disposal), the joint approval or signature of at least two Managing Directors, or
the prior sanction of the Board, shall be required.
95. Vacation of Office
Every Managing Director, Joint Managing Director, or Co-Managing Director shall
automatically and immediately vacate office if they cease to hold the office of
Director for any reason, or if the Board resolves to terminate their contract of
employment as Managing Director