(5 ) On an application under this section the court may make an order confirming the alteration either wholly
or in part and on such terms and conditions as it thinks fit, and may, if it thinks fit, adjourn the proceedings in
order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissentient members, and may give such directions and make such orders as it may think expedient for facilitating or
carr ying into effect any such arrangement:
Provided that no part of the capital of the company shall be expended in any such purchase.
(6 ) The debentures entitling the holders to object to alterations of a company’s objects shall be any debentures secured by notarial bond which were issued or first issued before the 1st April, 1952, or form part of the
same series as any debentures so issued, and a special resolution altering the company’s objects shall require the
same notice to the holders of any such debentures as to members of the company. In default of any provisions
regulating the giving of notice to any such debenture holders, the company’s articles regulating the giving of
notice to members shall apply.
(7 ) In the case of a company which is, by virtue of a licence from the Minister, exempt from the obligation to
use the word “Limited” as part of its name, a resolution altering the company’s objects shall require the same
notice to the Minister as to members of the company, and where such a company alters its objects the Minister,
unless he sees fit to revoke the licence, may vary the licence by making it subject to such conditions and regulations as he thinks fit, in place of or in addition to the conditions and regulations, if any, to which the licence was
formerly subject.
(8 ) Where a company passes a resolution altering its objects —
(a ) if no application is made with respect thereto under this section, it shall within one month from the end
of the period for making such an application deliver to the Registrar a copy of its memorandum as altered; and
(b ) if such an application is made, it shall—
(i) forthwith give notice of that fact to the Registrar; and
(ii) within one month from the date of any order cancelling or confirming the alteration, deliver to
the Registrar a certified copy of its memorandum as altered.
The court may by order at any time extend the time for the delivery of documents to the Registrar under paragraph (b ) for such period as the court may think proper.
(9 ) If a company makes default in giving notice or delivering any document to the Registrar as required by
subsection (8), the company shall be guilty of an offence and liable to a default fine not exceeding level one.
(10) The validity of an alteration of a company’s memorandum with respect to the objects of the company
shall not be questioned on the ground that it was not authorized by subsection (1 ) except in proceedings taken for
the purpose, whether under this section or otherwise, before the expiration of one month after the date of the
resolution in that behalf; and where any such proceedings are taken otherwise than under this section, subsections
(8) and (9 ) shall apply in relation thereto as if they had been taken under this section and as if an order declaring
the alteration invalid were an order cancelling it and as if an order dismissing the proceedings were an order
confirming the alteration.
[Section as amended by Act No. 22 of 2001]
Articles of Association
17 Articles prescribing regulations for companies
Articles of association signed by the subscribers to the memorandum of a company and prescribing its regulations may be registered with such memorandum.
18 Application of Table A and void provisions
(1 ) Articles of association may adopt all or any of the regulations contained in Table A in the First Schedule.
(2 ) In the case of a company limited—
(a ) by shares, if articles of association are not registered, or if articles of association are registered in so far
as the articles do not exclude or modify the regulations contained in Table A, those regulations shall, so
far as applicable, be the regulations of the company in the same manner and to the same extent as if they
were contained in duly registered articles;
(b ) by guarantee, articles of association prescribing regulations for the company shall be registered with the
memorandum of association.
(3 ) Any provision contained in a company’s articles shall be void in so far as it would have the effect either—
(a ) of excluding the right to demand a poll at a general meeting on any question other than the election of
the chairman of the meeting or the adjournment of the meeting; or
(b ) of making ineffective a demand for a poll on any such question which is made—
(i) by not less than five members having the right to vote at the meeting; or
(ii) by a member or members representing not less than one-tenth of the total voting rights of all the
members having the right to vote at the meeting; or
Select target paragraph3
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