7.
| (1) A company may, by special resolution, alter the provisions of its memorandum with respect to the objects extent of the company, so far as may be required to enable it
| | (a) to carry on its business more economically or more efficiently; or | | |
| | (b) to attain its primary objects by new or improved means; or | | |
| | (c) to enlarge or change the local area of its operations; or | | |
| | (d) to carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company; or | | |
| | (e) to restrict or abandon any of the primary objects specified in the memorandum ; or | | |
| | (f) to sell or dispose of the whole or any part of the undertaking of the company ; or | | |
| | (g) to amalgamate with any other company or body of persons: | | |
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| (2) An application under the provisions of subsection (1) may be made
| | (a) by the holders of not less in the aggregate than fifteen per centum in nominal value of the company's issued share capital or any class thereof, or if the company is not limited by shares, not less than fifteen per centum of the company's members ; or | | |
| | (b) by the holders of not less than fifteen per centum of the company's debentures entitling the holders to object to alterations of its objects: | | |
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| (3) An application under the provisions of subsection (1) shall be made within twenty-one days from the date on which the resolution altering the company's objects was passed, and may be made on behalf of the persons entitled to make the application by such one or more of their number as they may appoint in writing for the purpose. |
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| (4) On an application under the provisions of subsection (1) the court may make an order confirming the alteration of the objects of the company 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 carrying into effect any such arrangement: |
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| (5) The debentures entitling the holders to object to alterations of a company's objects shall be any debentures secured by a floating charge, which were issued or first issued before the appointed date, or form part of the same series as any debentures so issued, and a special resolution altering a company's objects shall require the same notice to the holders of any such debentures as to members of the company. |
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| (6) In the case of a company which is by virtue of a licence from the Registrar exempt from the obligation to use the word " Limited " as part of its name, a resolution altering the company's objects shall also require the same notice to the Registrar as to members of the company. |
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| (7) Where a company passes a special resolution altering its objects
| | (a) if no application is made under the provisions of subsection (1) in respect of the alteration, it shall, within fifteen days from the end of the period of making such an application, deliver to the Registrar a printed 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 fifteen days from the date of any order cancelling or confirming the alteration, deliver to the Registrar a certified copy of the order and, in the case of an order confirming the alteration, a printed copy of the memorandum as altered. |
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| (8) Where a company makes default in giving notice or delivering any document to the Registrar as required under the provisions of subsection (7), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable to a fine of three hundred and fifty rupees. |
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| (9) The validity of an alteration of the provisions of a company's memorandum with respect to the objects of the company shall not be questioned in any court or tribunal on the ground that it was not authorized by the provisions of subsection (1), except in proceedings taken for the purpose (whether under this section or otherwise) before the expiration of twenty-one days from the date of the resolution in that behalf; and where any such proceedings are taken otherwise than under this section, the provisions of subsections (7) and (8) shall apply in relation thereto as if they had been taken under this section, an order declaring the alteration invalid were an order cancelling it, and an order dismissing the proceedings were an order confirming the alteration. |
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Sri Lanka Consolidated Acts