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TMI Blog1958 (8) TMI 28X X X X Extracts X X X X X X X X Extracts X X X X ..... ing of the company held on 9th November, 1957. The first special resolution runs as follows: "This extraordinary general meeting of the shareholders of the company resolves that the objects clause of the company as set out in clause III of its memorandum of association be and is hereby altered as under: 1.( a )Delete the existing sub-clause 1 and in its place insert the following: 'To acquire by purchase, lease, mortgage, exchange, hire-purchase or otherwise, land, buildings and hereditaments of any tenure or description, plantations, any estate or interest therein, mills, factories, plant, machinery, apparatus, appliances, works, vessels, boats, barges, launches, lorries, cars, wagon carts, stock-in-trade, patents, inventions, trad ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ees, contractors or otherwise, and either alone or in conjunction with others and either by or through agents, sub-contractors, trustees or otherwise to do all such things as are incidental or conducive to the attainment of the above objects.' ( e )In sub-clause 19 ( i )After the words and expression, 'and it is hereby declared that the word "company" in this clause' add the words and expression 'when applied otherwise than to this company.' ( ii )For the words and expression 'the territories of His Exalted Highness the Nizam' appearing after the words and expression 'whether domiciled in' and before the words 'elsewhere' substitute the word 'India'. The second resolution reads thus: Resolved that the memorandum of association of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is satisfactory and its management competent; ( d )All the members, directors, creditors and prominent customers were eager that the company should continue to function and engage in other lines of business with such modifications, and amplifications as may be found necessary; ( e )The Central Government agreed to consider according its sanction to the functioning of the company under the name of "The Commercial and Industrial Finance Ltd." after the sanction of the court was obtained for the alteration of the memorandum. In sub-clause ( f ), the petitioner company has also stated that the proposed future plans of the company are in full conformity with and a continuation of the existing objects. The Registrar, Joint Stock Companies, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is a mention that there are no debenture holders; nor has any debenture holder come forward to oppose this petition. The objector who alleges himself to be the creditor also has not stated that there is any debenture-holder. Therefore, the only person that objects is Shri N. S. Belurgikar. The petitioner company denies that any amount is due to him or that he is a creditor. It is stated before me that this very matter is before the Industrial Tribunal and until that matter is decided, it cannot be said that the objector is entitled to any amount. It is strenuously urged on behalf of the petitioner company that the objector has no locus standi under section 17(2) of the Companies Act to object to the confirmation of the said resolutions. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r arrangement and as the said resolutions passed by the shareholders do not come under any of those two heads there is no question of the applicability of section 45 of the said Act. I agree with the contention of the learned counsel for the objector, Shri N. Narasimha Iyengar, that section 45 of the Banking Companies Act controls section 17(2) of the Companies Act. But I am doubtful whether the resolutions passed by the shareholders would amount to a compromise or arrangement. It is only in the case of a compromise or arrangement, that it has to be certified by the Reserve Bank under section 45 of the Banking Companies Act. Even assuming that the said resolutions amount to an arrangement, it is not for the creditor to dictate or direct as ..... X X X X Extracts X X X X X X X X Extracts X X X X
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