Section 42, The Companies Act, 2009

(1) A company may, at a meeting of which notice in writinghas been duly given to all members (whether or not otherwise entitled to it), by special resolution alter the provisions of its memorandum with respect to the business or objects of the company. (2) If an application is made to the court in accordance with this section for the alteration to be cancelled, it shall not have effect except in so far as it is confirmed by the court. (3) An application under this section may be made to the court– (a) by the holders of not less in the aggregate than 10 per cent 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 10 per cent of the company’s members; or (b) by the holders of not less than 10 per cent of the company’s debentures entitling the holders to object to alterations of its objects: but an application shall not be made by any person who has consented to or voted in favour of the alteration. (4) An application under this section shall be made not later than 28 days after the date on which the resolution altering the company’s business or objects was passed, and may be made on behalf of the persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose. (5) The court may, on application, by order extend the period for the making of the application. (6) On the hearing of an application under this section, the court may make an order confirming or cancelling the alteration either wholly or in part and on such terms and conditions as it thinks fit, and may 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 the court may give such directions and make such orders as it thinks expedient for facilitating or carrying into effect such an arrangement: (7) No part of the capital of the company shall be expended on any purchase referred to in subsection (6). (8) The debentures entitling the holders to object to alterations of a company’s business or objects shall be any debentures secured by a floating charge. (9) The special resolution altering a company’s business or objects shall require the same notice to the holders of such debentures as to members of the company; and in default of any provisions regulating the giving of notice to such debenture holders, the provisions of the company’s articles regulating the giving of notice to members shall apply. (10) Where a company passes a resolution altering its business or objects and– (a) an application is thereafter made to the court for its cancellation under this section, the company shall forthwith give notice to the Commission of the making of the application, and thereafter there shall be delivered to the Commission within 15 days from the date of its making– (i) a certified true copy of the order in the case of refusal to confirm the resolution; 28 29 Mode of alteration of business or objects. (ii) a certified true copy of the order in the case of confirmation of the resolution together with a printed copy of the memorandum as thereby altered; (b) no application is made with respect to the alteration to a court under this section, the company shall, within 15 days from the end of the period for making such an application deliver to the Commission a copy of the resolution as passed; and if the Commission– (i) is satisfied, a printed copy of the memorandum as altered by the resolution shall forthwith be delivered to it; (ii) is not satisfied, it shall give notice in writing to the company of its decision and an appeal from its decision shall thereafter lie to the court at the suit of any person aggrieved, if made within 21 days from the date of the receipt by the company of the notice of the rejection, or within such extended time as the court may allow. (11) The court may, at any time extend the time for the delivery of documents to the Commission under paragraph (a) of subsection (10) for such period as the court may think proper. (12) If a company defaults in giving notice or delivering any document to the Commission as required by subsection (10) the guilty of an offence and be liable on conviction to a fine not exceeding (13) The validity of an alteration of the provision of a company’s memorandum with respect to the business or objects of the company shall not be questioned on the ground that it was not authorised by subsection (1) except in proceedings taken for the purpose (whether under this section or otherwise) before the expiration of 21 days after the date of the resolution in that behalf; and where the proceedings are taken otherwise than under this section, subsections (9), (10), and (11) 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 or an order dismissing the proceedings were an order confirming the alteration.