MINERVA MILLS LTD Vs. GOVT OF MAHARASHTRA

JUDGEMENT

(1.) This is a petition under section 17 of the Companies Act, 1956, for alteration of the memorandum so as to change the place of the registered office of the petitioner-company from the State of Maharashtra to the State of Mysore (now Karnataka). The registered office of the company is at present situate in Bombay, but the company's mills have always been situate at Bangalore in the State of Karnataka. By a special resolution of the company duly passed in accordance with section 189 of the Companies Act on the 29th of July, 1969, at its annual general meeting, it was, inter alia, resolved that, subject to confirmation by the court, clause II of the memorandum of the company be amended so as to provide that the registered office of the company would be situate in the State of Mysore.

(2.) In paragraph 7 of the petition, it is stated that the Mysore State Financial Corporation Ltd., Bangalore, had advanced to the company a loan of Rs. 20 lakhs, and one of the conditions for the grant of the said loan was that the company would take steps to shift its registered office from the State of Maharashtra to the State of Mysore in which its mills were situated. It was further stated in the said paragraph that it was desirable to have the company's mills as well as its registered office at one and the same place, viz., Bangalore, in the State of Mysore, as the same would be helpful in carrying on its activities more economically and efficiently, and that the National Industrial Development Corporation Ltd. who were one of the secured creditors of the company had informed it that they had no objection to the transfer of the registered office from Bombay to Bangalore.

(3.) By an order dated 19th October, 1971, issued by the Government of India in exercise of the powers conferred upon it by section 18A of the Industries (Development and Regulation) Act, 1951, the Central Government authorised the National Textile Corporation Ltd. take over the management of the whole of the undertaking of the petitioner-company as the authorised controller of the said undertaking for a period of five years from the date of the publication of the said order in the Official Gazette. Pursuant to the said notified order, the management of the entire undertaking of the petitioner-company was taken over by the said corporation as the authorised controller thereof, and the petitioner-company has since been under the management of the said authorised controller appointed by the Central Government.