Law:

Section:

Companies Act (VII of 1913)- -- Ss. 12, 78 (1), 79 (I)(b) &. 81 (2)-Memorandum of Association, alteration of-Memorandum of company could be altered by special resolution but subject to confirmation of Court-Special resolutions in order to be passed must be notified to members verbatim giving 21 clear days-Minutes of meeting of company making absolutely clear as to resolution in question having at most been a preliminary proposal made to Board for establishing a project and not a special resolution due to no notice for moving special resolution having been given to members-Minutes even otherwise even not speaking of any special resolution having been circulated, moved, and passed-Proposed amendment, in circumstances, held, not lawful and cannot be confirmed. MacConnell v. E. Prill & Co., Limited (1916) 2 Ch. 57 ref. JUDGMENT This is an application by Messrs Taj Woolen Mills Limited, a public limited company, under section 12 (2) of the Companies Act, praying that an amendment to the Memorandum of Association be confirmed, so as to include four other clauses, as 16 to 19, resulting further, in amendment of the serial numbers of the other objects subsequent thereto. The Assistant Registrar, Joint Stock Companies, in his written statement, objected to the prayer on the ground that the business and the manufacturing activities sought to be added are altogether new and different from that covered by the existing clauses and so not covered by section 12. 2. However, before going into the above objection informed the learned counsel on 12th March, 1982, that the affidavit placed on record did not refer to the special resolution having been passed about the said four clauses. It only mentioned `to set up a paper and board mill and to carry on the business of paper and board milling and any other business which may be connected or affiliated with this business of paper and board milling'. He then prayed for time to produce the minutes book. 3. The learned counsel has today produced the minutes book. The relevant portion about `Minutes' of the General Meeting of the Company Taj Woollen Mills Ltd. held on 2nd November, 1981, at the registered office . . . .' at…

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