9911796707
TMI Blog1967 (4) TMI 75X X X X Extracts X X X X X X X X Extracts X X X X ..... reason of a resolution of the company and confirmation of which is now sought for. I directed notice to the Registrar of Companies and wanted a report to be submitted by him whether the objects now sought to be introduced into the memorandum are substantially and totally different from the original objects of the company and whether they are in any way ancillary or incidental to them. The Registrar in his report dated 20th of March, 1967, states that in his opinion there appears to be substantial changes in the main clauses of the company and that the company is to diversify its activities and which, according to him, were unrelated to the existing objects of the company. Inter alia , he invited my attention to objects clauses 5, 6, 7, 9, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... resolution of the company, they appear to be far away from the accredited objects on which the company rested at the time of its incorporation. But it has to be remembered that while sanctioning a memorandum of a company, if the business is substantially remaining the same and if the changes, additions or alterations asked for by the company are only steps in aid to improve its efficiency, this court should not refrain from sanctioning such an application. One other principle also which occurs to me is that the interest of the shareholders is the primary criteria which has to be weighed and considered before the objects of a company can be amended. No doubt, a unanimous resolution of the shareholders or a majority resolution thereof would n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsurance business. After the life insurance was taken over by the Central Government, the company could not profitably carry on its business and stopped the same. Therefore the company resolved to alter the objects of the company so as to include businesses in engineering works, cotton and importing and exporting. Khanna J., on an application to the court under section 17 of the Act for confirmation of the alterations of the memorandum of association which was opposed, as in this case only by the Registrar of Companies, held that the application has to be allowed. As observed by the learned judge, the only requirement of the statute law in India while sanctioning an alteration of a memorandum appears to be that the proposed business must be ..... X X X X Extracts X X X X X X X X Extracts X X X X
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