(2A)Without prejudice to the provisions of sub-section (1) and sub-section (2) a company having a share capital, whether or not it has issued a prospectus inviting the public to subscribe for its shares, shall not at any time commence any business-(a)if such company is a company in existence immediately before the commencement of the Companies (Amendment) Act, 1965 (31 of 1965), in relation to any of the objects stated in its memorandum in pursuance of clause (c) of sub-section (1) of section 13;(b)if such company is a company formed after such commencement, in relation to any of the objects stated in its memorandum in pursuance of sub-clause (ii) of clause (d) of sub-section (1) of the said section, unless-(i)the company has approved of the commencement of any such business by a special resolution passed in that behalf by it in general meeting; and(ii)there has been filed with the Registrar a duly verified declaration by [one of the Directors or the secretary or, where the company has not appointed a secretary, a secretary in whole-time practice], in the prescribed form, that clause (i) or, as the case may be, sub-section (2-B) has been complied with, and if the company commences any such business in contravention of this sub-section, every person who is responsible for the contravention shall, without prejudice to any other liability, be punishable with fine which may extend to [five thousand rupees] [ Substituted by Act 53 of 2000, Section 59, for " five hundred rupees" (w.e.f. 13.12.2000).] for every day during which the contravention continues.Explanation .-A company shall be deemed to commence any business within the meaning of clause (a) if and only if it commences any new business which is not germane to the business which it is carrying on at the commencement of the Companies (Amendment) Act, 1965 (31 of 1965), in relation to any of the objects referred to in the said clause.
