COMPANIES ACT - 1963 (ACT 179)

    Section - 26 - Alteration of Authorised Businesses

    (1) A company may, by special resolution, alter its Regulations with respect to the businesses which it is authorised to carry on or, in the case of a company not formed for the purpose of carrying on a business, with respect to the objects for which it is established:

    Provided that if an application is made to the Court in accordance with this section for the alteration to be annulled, it shall not have effect except in so far as it is confirmed by the Court.

    (2) Within twenty-eight days of the passing of any such resolution notice thereof shall be given in the prescribed form to the holders of all debentures secured by a floating charge over any of the company's property and to the trustees, if any, for such debenture holders.

    (3) An application to the Court under this section shall be made within sixty days after the passing of the resolution.

    (4) An application for the Court under this section may be made,

    (a) by the Registrar; or

    (b) in the case of a private company, by any member or by any one to whom notice has to be given under subsection (2) of this section; or

    (c) in the case of a public company,

    (i) by the holders of not less than fifteen per centum in the aggregate of the company's issued shares or any class thereof or, if the company has no shares, by not less than fifteen per centum of the company's members;

    (ii) by the trustees for the holders of any debentures secured by a floating charge over any of the company's property; or

    (iii) by the holders of not less than fifteen per centum of the company's debentures secured by a floating charge over any of the company's property.

    (5) If an application to the Court is made under this section the company shall forthwith deliver to the Registrar for registration notice in the prescribed form of that fact.

    (6) On an application under this section being made the Court may,

    (a) make an order confirming the alteration in whole or in part and on such terms and conditions as it thinks fit;

    (b) adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase of the interests of dissentients; and may give such directions and make such orders as it may think expedient for facilitating and carrying into effect any such arrangement;

    and if the Court shall refuse to confirm the alteration it shall make an order annulling the alteration.

    (7) The company shall within twenty-eight days of the making by the Court of any order under this section deliver an office copy thereof to the Registrar for registration.

    (8) If a company makes default in giving or publishing any notice or delivering any document as required by this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding ten pounds.