Specimen of Special Resolutions for alteration in objects clauses
I. For alteration in the object clause
RESOLVED THAT subject to the provisions of section 17 of the Companies Act, 1956 and confirmation of the Registrar of Companies, the Clause III (A) 1, 2, 3 and 4 of the Memorandum of Association of the Company be shifted to other Object Clause III(C) after the existing Clause 30 as Clauses 31, 32, 33 and 34 of the Memorandum of Association.
II. For replacement of main object Clause No. III(A)
RESOLVED THAT subject to the provisions of section 17 of the Companies Act, 1956 and confirmation of the Registrar of Companies, Clause III(A)(II) of the Memorandum of Association of the Company be and is hereby replaced and substituted by the following new Clauses 1 and 2. CLAUSE III(A)
1. To carry on the business of hotel, restaurant, flight kitchen, café, tavern, beer house, refreshment room and lodging house, proprietors, dramatic and musical, publishers and printers, theatrical agents, box office keepers, concert room proprietors, licenced victualers, wine, beers and spirit merchant, brewers, masters, distillers, importers and manufacturers of aerated mineral and artificial water and other drinks purveying caterers for public amusements generally and proprietors, job masters, farmers, dairymen, poultry, ice merchants, importers and brokers good of live and dead stock and colonial and hair dressers, dressers, perfumers, chemists, proprietors of clubs, baths, dressing rooms, libraries, construction of all kinds, tobacco and cigar merchants, agents for railway and shipping companies carriers, theaterical and opera box office proprietors, enterprises and general agents.
2. To carry on the business of organising dances, musical and other entertainment shows of all kinds, organisers of games and sports, both indoor and outdoor, managers of cinema houses, theaters, concert balls, picture places, studios, amusement park, Health Resorts, Water Park, Theme Park, Club, Sports Club, Adventure sports, Skiing, Tracking, photo safaris, Water sports, to work as manufacturer of the equipment for Water Park, Amusement Park, film apparatus and other allied product, to act as Tour operator, Travel agents, Advisors, Consultants, Manager & Middlemen in the travel and tourism sector and service operator, Licenced Stockist and Distributor of Alcoholic, non-alcoholic Beverages and Food products and all allied products and services in the Tourism, Holiday Resorts and to carry on business of letting or subletting the use of cinema hall, amusement park, theaters, picture place, studios or other machinery, apparatus, building, structure of the Company for the purpose of use, exhibition, display of films, dramatic or theatrical performances, concerts or other entertainments or amusements, and to provide for production, direction, exhibition, representation, display, whether by mechanical means or otherwise of plays, open air or other theatrical performances, appears, vaude villes, ballets, pantomimes, juggling, mesmeric, yogic, hypnotic, spectacular pieces, mushairas, symposiums, and other musical and dramatic, athletic and similar performances for amusement or entertainment both in public and private.
III. For insertion of additional object Clause No. III(A)
RESOLVED THAT pursuant to section 17 (1) of the Companies Act, 1956 and other applicable provisions of the Act, if any, the Objects Clause IIIA (Main Objects) of the Memorandum of Association of the Company be and is hereby altered by inserting the following New Objects 3 and 4 after the existing Clause 2 and renumber accordingly:
3. To carry on the business of research and development, design, production, creation, manufacturing, marketing, trading, providing, transferring exporting, importing, buying and selling all types of Computer Software Technology including, applications software, development software, computer programs, algorithms, statements, source codes, packages, etc., in areas like e-commerce, web page design and development, web enabled applications, Internet services, Intranet, Enterprise Resource Planning (ERP), Data Base Management Systems, Operating Systems, Distributed Computing, Open Systems, Multi Media, Computer Aided Designing (CAD), Computer Aided Manufacturing (CAM, Computer Graphics, Computer Animation, Document Management Systems, Management Information Systems, Bio informatics, Mobile Communication, Mobile Commerce and all such areas relevant to Scientific, Financial, Industrial, Telecommunications, Satellite Communications, Domestic, Administrative, Agricultural, Medical and all other Software Technology applications.
4. To establish and run business of electronic data processing, Remote Processing including Call Centers, Medical Transcription, Content Development, Insurance Claims Processing, Data Conversion, Back Office Operations, Depositing Summary Geographical Information, Systems, and to provide Software Consultancy, training placement, design and development of management information systems and to carry out techno economic feasibility studies of projects'.
Explanatory Statement In view of encouraging measures taken by the Central Government to liberalize the Economy and in order to diversify into certain new business ventures, Your Directors have been considering various proposals for diversifying the company's activities into other activities like Software Technology and related activities etc.
The alteration in the Objects Clause of the Memorandum of Association as set out in the Resolution is to facilitate diversification. This will enable the company to carry on its business economically and efficiently and the proposed activities can be, under the existing circumstances, conveniently and advantageously combined with the present activities of the company. This will also enlarge the area of operations of the company.
Pursuant to section 17(1) of the Act, the above said proposal requires only the consent of the Members by way of Special Resolution.
The Directors recommend this Resolution for approval of the shareholders by Postal Ballot.
None of the Directors of your company is concerned or interested in this Resolution.
2. “RESOLVED THAT pursuant to provisions of Section 17 (1) and other applicable provisions, if any, of the Companies Act, 1956, Clause (A) (1) and (2) under “MAIN OBJECTS” of the Memorandum of Association of the Company be and are hereby deleted.”
“RESOLVED FURTHER THAT the following Clause (A) (1) and (2) be inserted under “MAIN OBJECTS” of the Memorandum of Association of the Company to be read as follows:
(1) To purchase, on lease, hire, erect, construct, building, alter, equip, maintain or otherwise acquire, establish, run, manage, administer, own and to carry on the business of running hotels, heritage hotels, holiday resorts, ethnic resorts, adventure-tours, motels, inns, holiday homes, canteens, cafes, taverns, pubs, bars, beerhouses, refreshment room and lodging apartments, housekeepers, casionos, discotheques, swimming pools, health clubs, dressing rooms, aerated and artificial water and other drinks, purveyors, caterers in India and abroad and to act as collaborators, technicians of any of other hotels in India or in any other part of the world and to act as agents of any hotel or as buying and selling agents of any hotel and to do and perform all and singular the several duties, services which the agents, buying and selling agents of any hotel company usually do and perform.”
(2) To carry on the business as tourist agents and contractors and to facilitate travelling domestic and international by air road and sea to provide all types of facilities for tourists and travelers and to promote the provision of convenience of all kinds in the way of through tickets, circular, sleeper coaches or berths, reserve places, lodging accommodation, to arrange safaries and sightseeing arrangement, enquiry bureaus, libraries, reading rooms, baggage, laundries, lavoratories, grounds and entertainment and to own or hire taxi cars, buses, coaches, air taxis.
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACTS, 1956
Your Board has to consider from time to time proposals for diversification into areas which would be profitable for the Company as part of diversification Plans. For this purpose, the object Clause of the Company, which is presently restricted in scope, require to be so made out as to cover a wide range of activities to enable your Company to consider embarking upon new Projects and Activities.
“Main Object” clause of the Memorandum of Association of Association of the Company is being amended by deletion of Existing Clause A (1) and (2) and with insertion of New Clause A (1) and (2).
The draft Copy of the Memorandum of Association of the Company is available for inspection at the registered office of the Company on any working day during Business Hours. The Amendment shall be effective upon the registration of the Resolution with the Registrar of the Companies.
The Board recommends the adoption of the Resolution. None of the Directors of the Company is interested or concerned in the said resolution.
Earlier there was an option to attach the file in expert section i.e., we could have attached the word file containing these draft formats instead of copy pasting them in reply. It was a very good feature but it has also been removed.
I think Admin should review these and make the expert section more user friendly.
I think it will be better if we can raise these concerns in forum section rather than in expert section. So that more and more members can share their views and the difficulties which are faced by them. It will also enable admin to reply to these concerns raised by us.