1935 (12) TMI 27 - HC - Companies Law

Court Jurisdiction of and Memorandum of association Special resolution and confirmation by CLB required for alteration of

Summary

Issues:
1. Jurisdiction of the Court to deal with the matter under the Companies Act.
2. Power of the company to alter its memorandum of association regarding the location of the registered office.

Analysis:
1. The judgment addressed the issue of the Court's jurisdiction under the Companies Act. The petitioner argued that the High Court has exclusive power under the Act. However, it was noted that the Local Government can empower District Courts for certain jurisdictions. The Court clarified that the Act primarily concerns matters like winding up of companies, which fall under the High Court's jurisdiction. The absence of a specific provision in the Act for the current issue raised doubts about the Court's authority to direct the Registrar to rectify the Register. The Court highlighted that the Companies Act does not explicitly grant the High Court the power to rectify the register and suggested that pursuing a suit for a declaration might be a more appropriate remedy, especially when a related suit was already pending in Silchar. Ultimately, the Court leaned towards dismissing the application due to the lack of a specific provision in the Act for rectification of the register.

2. The judgment delved into the question of whether the company had the power to alter its memorandum of association concerning the registered office's location. The petitioner contended that a resolution to move the office to a different town was illegal as it changed a condition in the memorandum. The crux of the argument revolved around Section 10 of the Companies Act, which restricts alterations to conditions in the memorandum except as provided in the Act. Reference was made to Ashbury v. Watson, emphasizing that conditions in the memorandum are generally unalterable unless expressly allowed by the Act. The Court scrutinized whether the clause specifying the location of the registered office was a condition within the Act's purview. It was debated whether such details were essential conditions or mere management provisions. The judgment cited legal opinions and precedents to support the view that altering the town of the registered office, if done in accordance with the Act, was permissible and not an unalterable condition. The Court highlighted that the Act mandated the province of the registered office but did not specify the town, indicating flexibility in choosing the office location within the province. Ultimately, the judgment concluded that changing the town of the registered office, if compliant with the Act, was valid and binding on the company.