GLOSTER JUTE MANUFACURING CO LTD Vs. STATE

JUDGEMENT

(1.) THIS is an application on the part of Fort Gloster Jute Manufacturing Co. Ltd. , for the alteration of its Memorandum of Association by enlarging its object clause and introducing a new sub-clause being sub-clause (c) to clause 3 in the existing objects clause. The object with which the company was incorporated is to be found in paragraph 3 of the petition; which includes, inter alia. (a) To purchase or otherwise acquire; the business and goodwill of the Fort Gloster Jute Manufacturing Co. Ltd. , carried on at Calcutta and Fort Gloster under the Agency of Messrs. Kettlewell Bullen and Co. , and all or any of the moveable and immovable property belonging to the said company. (b) To carry on at Fort Gloster aforesaid and elsewhere the business of spinners and Weavers of Jute and similar materials and to purchase and send the raw material and manufactured articles, (c) To erect upon any portion of the said property or upon any other property which may be purchased or leased by the said company such mills, buildings, houses etc. as may be necessary (d) To export manufactured goods to other markets, if necessary, (e) To carry on any other business which may seem to the company capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render profitable any of the company's property or rights. In paragraph 6 of the petition it is stated that "the directors of the company having regard to the present position of the jute industry considered it prudent that the company should be free to broaden the scope of its activities by engaging in other types of business. To obtain the necessary capital for broadening the activities of the company the directors of the company considered that it would be desirable to increase the authorised capital of the company from "rs. 42,00,000 to Rs. 2,00,00,000/-" by creation of new shares.

(2.) IN October 1956 the managing agents of the company sent a circular letter to all the shareholders of the company recommending a plan for increasing the capital of the company and an extraordinary general meeting of the company was held and resolutions passed including the addition of sub-clause (b) to clause 3 of the objects clause which is as follows: (i) To carry on the business of manufacturers of and dealers in wires, cables and lines of all kinds electricians and electrical engineers, contractors and manufacturers of and dealers in tramway, electric and other apparatus, mechanical or chemical engineers and in all apparatus and things required for or capable of being used in connection with the generation, accumulation, distribution, supply and employment of electricity or other energy for lighting, heating, sound and power or any of them, compressed air, gas, steam, oil or any of them or otherwise. (ii) To carry on the business of constructional engineers, mechanical engineers, iron founders, iron master coke manufacturers, miners, public woris and general contractors, manufacturers of ferromanganese, manufacturers of and dealers in bridges and steel frame buildings and steel and iron structures of all kinds and manufacturers of and dealers in agricultural implements and other machinery etc. (iii) To carry on the trades or businesses of manufacturers of chemicals and manures, distillers, dye makers, gas makers and makers of chemical and identical preparations of all kinds. (iv) To carry on the business of manufacturing paper envelopes cardboard, and millboard in all the various branches of the business and to manufacture any other articles which can be manufactured out of compressed paper or paper stock and to buy and sell in either a raw or partially prepared state all such fibers, fibrous substances or materials as may furnish materials for paper manufacture and to cultivate and prepare the same for use and to sell or consign such to cultivate and prepare the same for use and to sell or consign such of the materials so prepared as may not be suitable for the manufacture of paper or other articles manufactured by the company. (v) To carry on the business of manufacturing, buying, selling, exchanging, converting, altering, importing, exporting, processing, twisting or otherwise handling, or dealing in Rayon Yarn, staple fiber, staple fiber yarn cotton hemp and such other fiber, fibers or fibrous materials or allied products, by products or substances or substitutes for all or any of them or yarn or yarns for textiles or other use as may be practicable or deemed expedient.

(3.) THIS application was presented before P. B. Mukharji, J. on May 28, 1957 when his lordship was pleased to direct that notice of this application should be given to holders of debentures and other creditors of the company and to its shareholders and from affidavits filed herein it appears that advertisements were jade in newspapers for that purpose. No shareholders, creditor or holder of debentures comes forward to oppose this application. Under sec. 17 of the Companies Act, I of 1956 notice of the alteration of the Memorandum of Association has to be given to the Registrar and he is to be given a reasonable opportunity to appear before the court and state his objections and suggestions, if any, with respect to the confirmation of the alteration. Section 17 by sub-section (1) provides as follows: