1948 (9) TMI 6 - HC - Companies Law

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

Summary

Issues:
Jurisdiction to confirm resolution transferring registered office from one Dominion to another under Indian Companies Act.

Analysis:
The judgment revolves around the issue of whether the District Judge in Nagpur has jurisdiction to confirm a resolution passed by a company, seeking to transfer its registered office from Nagpur in India to Karachi in Pakistan. The District Judge refused to confirm the resolution, citing that the Indian Companies Act's section 12 only applied to transfers within British India provinces and not between different Dominions. The interpretation of various Acts post-Independence, including the Independence Act 1947 and the Adaptation of Existing Indian Laws, was crucial in determining the jurisdiction in this case. The Court highlighted the importance of the issue, considering its impact on the relations between the two Dominions and the serious consequences involved for the applicant.

The judgment delves into the legal provisions of the Indian Companies Act relevant to the case. Section 12(1) allows a company to change its registered office from one province to another by special resolution. The applicant company, registered under the Indian Companies Act, sought to move its registered office from Nagpur in the Central Provinces to Karachi in Pakistan. However, the Court analyzed the definition of "province" within the Act and related laws to determine its scope within the Dominion of India. The General Clauses Act's definition of "province" and the Constitution Act's delineation of Governor's Provinces were crucial in interpreting the term in the context of the Act.

Furthermore, the judgment extensively analyzed the territorial implications post-Independence on the application of the Indian Companies Act. The adaptation of existing Indian laws to exclude territories not forming part of the Dominion of India, as well as the Act's extension only within British India, were pivotal in determining the Act's applicability to Pakistan. The Court concluded that the Act's jurisdiction did not extend to Pakistan, and the word "province" in section 12(1) referred to provinces within the Dominion of India, precluding transfers between different Dominions.

The judgment also addressed precedents cited by the applicant's counsel, highlighting the distinction between resolutions passed before and after the partition of India. It emphasized the impracticality of allowing transfers between different Dominions under the Act, citing potential jurisdictional complications in winding up proceedings. Ultimately, the Court dismissed the application, emphasizing the constitutional significance of the issue and refrained from awarding costs due to the complex nature of the matter.