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TMI Blog1948 (9) TMI 6X X X X Extracts X X X X X X X X Extracts X X X X ..... having its registered place of business at present at Nagpur in the Central Provinces to transfer the same to Karachi in Pakistan." The learned District Judge refused to confirm the same as in his view section 12 of the Indian Companies Act applied only to a transfer of a registered place of business from one Province to another in British India and not a transfer from one Dominion to another. The matter was argued at some length before me on both sides. Government was represented by the learned Government Pleader and he supported the order of the District Judge. The question involved is of great importance. It raises a point concerning relations between the two Dominions. The interpretation of certain provisions of the Independence ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... transferred to Karachi, which is now in the Dominion of Pakistan. The date of the special resolution of the company seeking to alter the provisions of its memorandum in this respect is the 2nd February, 1948, that is to say, the resolution was passed after the partition of India. The question is whether the Court has power to grant an application of this sort when the transfer which is sought to be effected is from one Dominion to another. Section 12(1) provides that: "Subject to the provisions of this Act, a company may, by special resolution, alter the provisions of its memorandum so as to change the place of the registered office from one province to another." It is contended on behalf of the applicant bank that Karachi is situate in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... een defined in the Indian Companies Act, but it has been defined in the General Clauses Act to mean "a Presidency, a Governor's Province, a Lieutenant Governor's Province or a Chief Commissioner's Province." The General Clauses Act does not define what are Governor's Provinces and so forth, but the definition of those terms is to be found in the Constitution Act. That Act, as now amended after the date of partition, defines a Governor's Province in section 46(1) as follows: "Subject to the provisions of the next succeeding section with respect to Berar, the following shall be Governors' Provinces, that is to say, Madras, Bombay, West Bengal, the United Provinces, East Punjab, Bihar, the Central Provinces and Berar, Assam and Orissa, and suc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o 'the whole of British India' (or 'British India') . . . shall, except where the reference occurs in a title or preamble or any citation or description of an Act. . . and except where the context otherwise requires be replaced by references to ' all the Provinces of India '..." Reading all these various provisions together, it is clear that the Indian Companies Act no longer extends outside the Dominion of India. It follows it does not extend to Pakistan. Also, the word "province" must be construed to mean a province as defined by the General Clauses Act read with the Constitution Act now in force in the provinces within the Dominion of India. Apart from any consideration of these other Acts, a closer analysis of Section 12 of the Indi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... within three months of the change of the place of the registered office. In that event the petition would have to be presented before a Nagpur Court. Now it would be impossible for a Nagpur Court to wind up a company situate in Karachi. There are other provisions also which would lead to similar complications, but it is not necessary to examine them. This will suffice as an illustration. The learned counsel for the applicant bank relied on two decisions of O'Sullivan, J., a Judge of the Chief Court of Sind, in which similar applications were made for transfer of the registered offices of companies then situate in Karachi to the United Provinces. The learned Judge held that as the Advocate-General for Sind and the Registrar of Companies st ..... X X X X Extracts X X X X X X X X Extracts X X X X
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