PARIKH ENGINEERING AND BODY Vs. STATE

JUDGEMENT

(1.) This is an application under Section 17 of the Companies Act, 1956, for confirmation of a special resolution passed by the petitioner-company changing its registered office from the State of Bihar to the State of West Bengal and a consequent alteration in the memorandum of association.

(2.) The petitioner (hereinafter called "the company") was registered under the provisions of the Companies Act, 1956, on the 22nd day of November, 1971. The registered office of this company is situate at Adityapur-Kandra Road, Adityapur, Jamshedpur, in the district of Singhbhum. The total capital of the company is rupees one crore divided into seven lakhs fifty thousand equity shares of rupees ten each, nineteen thousand preference shares of rupees hundred each and six thousand cumulative preference shares of rupees hundred each. Of the aforesaid, one lakh ninety thousand equity shares of rupees ten each and six thousand cumulative preference shares of rupees hundred each have been issued and fully paid up in cash. The object of the company is mainly to carry on the business of building automobile bodies and manufacturing its spare parts. The board of directors experienced difficulties in the efficient management of the company because in respect of all legal matters they had to consult with the company's chartered accountants, solicitors, etc., at Calcutta, the concern from which the company got orders for building bodies are situated in Calcutta, that the only activity of the company at Adityapur is that of body building which is at present done by M/s. Utkal Automobiles Private Ltd., the company having leased out its factory to the said concern and most of the commercial transactions of the company are with concerns located in the city of Calcutta. The board of directors, therefore, thought that it was in the interest of economy and administrative convenience that the company's registered office should be situated in the city of Calcutta. An extraordinary meeting of the company was, therefore, convened to be held on the 8th of May, 1973, and notice thereof was issued on the 20th of April, 1973. At the meeting aforesaid the following special resolutions were unanimously passed:

(3.) The present application has been filed for the confirmation of these resolutions.