BHUTORIA BROTHERS PRIVATE LTD Vs. STATE

JUDGEMENT

(1.) This is an application by Bhutoria Bros. (Private) Ltd., for alterations in the objects of the company as proposed by the Special Resolution of the Extra-Ordinary General Meeting of the Company field on the 25th day of March, 1957 and passed unanimously. The application is dated the 2nd April, 1957 and is made under Section 17 of the Companies Act, 1956.

(2.) The main object of the Company was to purchase store, sell, manufacture and otherwise dual in the agricultural, mineral and animal products and live-stock, and in the bye-products and the waste-products of their manufacture including jute. Extensive alterations were proposed in the objects by the Special Resolution which tried to include the business in optical, photographical, chemical and surgical goods on the one hand and watches, clucks and musical instruments on the other, as also other kinds of machinery. Due notice of the application was given to the Registrar of Joint Stock Companies. It was, however, discovered later that there was a very large sum claimed by the Income-tax Authorities for mure than Rs. 7 lakhs and notice thereafter was, therefore, given to the Revenue Authorities.

(3.) The Registrar of Joint Stock Companies has opposed this application. In fact, much of the proposed alterations of the objects has now been abandoned by the applicant which has been duly minuted. This means that most of the objections of the Registrar of Joint Stock Companies have been accepted by the applicant. The three main changes that now are pressed for alteration are found in Clauses 21, 22 and 23 in Ex. A to the petition which the company now wants to be added to the existing objects of the company. These three clauses in substance seek permission to (1) work in jute, cotton and woollen mills and (2) to carry on at the said mills the business of spinners, weavers, balers and pressers of Jute etc., and (3) particularly to start erect, purchase and continue cold storage and ice plants to carry on the business thereof and to manufacture refrigeration machinery and to sell and instal the same for others. In fact, it is said that the main part of the business of the company has been for a number of years dealing in cold storage and ice plant. The company does not appear to be very affluent but its main revenue and income are derived from this cold storage and ice plant. Although no objects in the memorandum permitted this business, apparently this company has gone on carrying on that business until now when it feels that there should be a formal permission stated in the proposed objects clause of the memorandum.