special resolution

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

08 August 2010 Our company is going to change the object clause.Please provide me special resolution for change of object clause in the memorandom .

CA Sanat Pyne

CA Sanat Pyne (Expert)
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08 August 2010 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 Clause 31, 32, 33 and 34 of the Memorandum of Association.

CA Sanat Pyne

CA Sanat Pyne (Expert)
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08 August 2010 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 Clause 1 & 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.

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CA Sanat Pyne

CA Sanat Pyne (Expert)
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08 August 2010 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 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'.