3.
| (1) Section 6 of the principal enactment is hereby repealed and the following new section substituted therefor : -
| | 6.
| | | (1) A company may, by special resolution, alter the provisions of its memorandum with respect to the objects of the company, so far as may be required to enable it -
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| (2) An application under this section may be made -
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| (3) An application under this section must be made within twenty-one days after 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. |
| (4) 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 carrying into effect any such arrangement : |
| (5) The debentures entitling the holders to object to alterations of a company's objects shall be any deben-tures secured by a floating charge which were issued or first issued before such date as may be appointed by the Minister by Order published in the Gazette, 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. In default of any provisions regulating the giving of notice to any such debenture holders, the provisions of the company's articles regulating the giving of notice to members shall apply. |
| (6) In the case of a company which is, by virtue of a licence from the Registrar of Companies, 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 of Companies as to members of the company. |
| (7) Where a company passes a resolution altering its objects -
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| (8) If a company makes default in giving notice or delivering any document to the Registrar of Companies as required by the last foregoing subsection, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable to a default fine of one hundred rupees. |
| (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 on the ground that it was not authorized by subsection (1) of this section, except in proceedings taken for the purpose (whether under this section or otherwise) before the expiration of twenty-one days after the date of the resolution in that behalf; and where any such proceedings are taken otherwise than under this section the two last foregoing subsections 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. |
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| (2) The amendment made in the principal enactment by subsection (1) of this section shall not apply in relation to a resolution for altering the provisions of a company's memorandum with respect to the objects of a company passed before the date of commencement of this Act, and accordingly the provisions of the principal enactment shall apply in relation to any such resolution as if that enactment had not been amended by that subsection. |
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Sri Lanka Consolidated Acts