SECTION 149(2A) OR
(2B)
COMMENCEMENT
OF NEW BUSINESS MENTIONED UNDER THE ‘OTHER OBJECTS’
1. Subject -
Commencement of new business.
2. Passing Authority - General Meeting.
3. Nature of the Resolution -
i) Special Resolution (2A)
Or
ii) Resolution with simple majority and approval
of the Central Government (2B).
4. Specimen Resolution(s) --
A. WHERE
AMENDMENT OF OBJECT CLAUSE IS NOT INVOLVED
1.
"That pursuant to the Provisions of Section 149(2A) of the Companies Act,
1956 approval be and is hereby accorded to the Company for commencing the
business of mining, processing and dealing in Stones, Limestones, Kankar and
other building requisites."
2.
"That approval be and is hereby given for the Company to carry on the
business of Technical Consultants for setting up and operation of plant and
machinery for the manufacture of Mining Machinery and allied products."
B. WHERE
AMENDMENT OF OBJECTS CLAUSE IS INVOLVED
"That
the alteration of Clause III of the
Memorandum of Association of the Company in the manner indicated in the
foregoing Special Resolution approval pursuant to section 149(2A) of the
Companies Act, 1956 be and is hereby accorded to the Company commencing and
carrying on the business of manufacturers and sellers of and dealers in
machinery, equipment and other engineering items and products in terms of
sub-clause (3A) of Clause III of the Memorandum of Association of the Company
specified in the foregoing Special Resolution."
5. Guidelines:
1) This
does not apply to a private company or public company which is subsidiary of a
public company or a company not having share capital.
2) The
resolution must be passed before commencement of any new business. New business means any business not germane
to the existing business. But such new
business should have been included in the objects clause of the Memorandum or
permitted thereunder.
3) It
is immaterial whether the company has issued a prospectus or not.
6. Filing: a) Form
23--within 30 days.
b) Form 20A--before commencement of new
business.