Company Law
This query is : Resolved
24 March 2009
Hi,
Can anyone give me the correct explanation of section 149(2A), 149(2B) of Companies Act, 1956?
Can anyone give me the correct explanation of section 149(2A), 149(2B) of Companies Act, 1956?
24 March 2009
JUST UNDERSTAND THAT SECTION 149(2A) STATES THAT IN CASE A PUBLIC LTD COMPANY (PCLC) WANTS TO COMMENCE ANY BUSINESS OTHER THEN THE BUSINESS RELATED TO ITS MAIN OBJECTIVE
• IT NEED TO DO PASS A SPECIAL RESOLUTION (WHICH IS DIFFERENT FOR COMPANY EXISTING ON 1965 AND DIFFERENT FOR COMPANY COMMENCED AFTERWARDS) AND
• FILE WITH ROC DECLARATION HAS RESOLUTION (AS REQUIRED ) HAS BEEN PASSED.
HOWEVER THE U/S 149(2B)CENTRAL GOVERNMENT MADE SOME RELAXATION FROM THESE FORMALITIES OF PASSING RESOLUTION IN SECTION MENTIONED IN 149(2A). THE SECTION 149(2B) STATES THAT CENTRAL GOVERNMENT,ON AN APPLICATION BY THE BOARD OF DIRECTORS, ALLOWS THE COMPANY TO COMMENCE SUCH A BUSINESS BY PASSING ONLT ORDINARY RESOLUTION
I am also producing my notes for examination on these two sub section
Section 149 (2A) prohibits a public limited company from commencing any business other than
that covered by the main objects of the company, unless
• has by a special resolution, approving of the commencement of such business, and
• a duly verified declaration by one of its Directors or its Secretary in the prescribed form that either such a resolution has been passed or the case may be the provisions of Section 149(2B) have been complied with, has been filed with the Registrar.
In the context of this prohibition, a distinction has been made between a company existing immediately before the commencement of the Amendment Act, 1965 and one formed after such commencement.
In case of company existing before commencement of the act: the special resolution is required for commencing a business, in relation to any of the objects mentioned in its memorandum, which is not incidental to, or connected with the business it was carrying on at the commencement of the Amendment Act
In case of company formed after commencement of the act: the special resolution is necessary to set up a business in relation to any object other than its main objects, or ancillary to it, on its memorandum.
An ordinary resolution would be sufficient if, in addition the Central Government,on an application by the Board of Directors, allows the company to commence such a business [Section 149(2B)].
reagards.......................
• IT NEED TO DO PASS A SPECIAL RESOLUTION (WHICH IS DIFFERENT FOR COMPANY EXISTING ON 1965 AND DIFFERENT FOR COMPANY COMMENCED AFTERWARDS) AND
• FILE WITH ROC DECLARATION HAS RESOLUTION (AS REQUIRED ) HAS BEEN PASSED.
HOWEVER THE U/S 149(2B)CENTRAL GOVERNMENT MADE SOME RELAXATION FROM THESE FORMALITIES OF PASSING RESOLUTION IN SECTION MENTIONED IN 149(2A). THE SECTION 149(2B) STATES THAT CENTRAL GOVERNMENT,ON AN APPLICATION BY THE BOARD OF DIRECTORS, ALLOWS THE COMPANY TO COMMENCE SUCH A BUSINESS BY PASSING ONLT ORDINARY RESOLUTION
I am also producing my notes for examination on these two sub section
Section 149 (2A) prohibits a public limited company from commencing any business other than
that covered by the main objects of the company, unless
• has by a special resolution, approving of the commencement of such business, and
• a duly verified declaration by one of its Directors or its Secretary in the prescribed form that either such a resolution has been passed or the case may be the provisions of Section 149(2B) have been complied with, has been filed with the Registrar.
In the context of this prohibition, a distinction has been made between a company existing immediately before the commencement of the Amendment Act, 1965 and one formed after such commencement.
In case of company existing before commencement of the act: the special resolution is required for commencing a business, in relation to any of the objects mentioned in its memorandum, which is not incidental to, or connected with the business it was carrying on at the commencement of the Amendment Act
In case of company formed after commencement of the act: the special resolution is necessary to set up a business in relation to any object other than its main objects, or ancillary to it, on its memorandum.
An ordinary resolution would be sufficient if, in addition the Central Government,on an application by the Board of Directors, allows the company to commence such a business [Section 149(2B)].
reagards.......................
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