ZURI AGRO CHEMICALS LTD Vs. F S WADIA
HIGH COURT OF BOMBAY
ZURI AGRO CHEMICALS LTD.
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Nain, J. -
(1.) This is a petition for confirmation of a special resoulution dated June 29, 1972, passed by Zuari Agro Chemicals Ltd. (hereinafter referred to as "the company"), altering its memmorandum of associatin by transferring the registered office of the company from the State of Maharashtra to the Union Territory of Goa, Daman and Diu. The petitioner is opposed by one F. S. Wadia and five other shareholders of the company owning in all 4,525 shares of the value of Rs. 10 each.
(2.) The company was incorporated on May 12, 1967, with its registered office in Bombay. Its authorised capital is Rs. 17 crores. The share capital of the company is divided between the eqity shares and redeemable cumulative preference shares. The principal business of the company is the manufacture and sale of agricultural chemicals and fertilisers. After its incorporation the company issued a prospectus at a time when the dregistered office of the company was in Bombay. The company received a certificate of commencement of business on March 20, 1968.
(3.) On March 29, 1972, the company gave notice to its shareholders that the fifth annual general meeting of the company would be held in Bombay. The eighth item on the agenda was to consider and if thought fit to pass with or without modification as a special resolution the resolution that subject to ocnfirmation of the HIgh Court of Bombay the registered office of the compoany be shifted to the Union Territory of Goa, Daman and Diu. In the explanatory statement under section 173 of the Companies Act, 1956, it was mentioned with regard to item No. 8 that the works and sales offices of the company were located in Goa and tha tthe managment, finance and other departments had been moved from Bombay to Goa as it had become increasingly apparent over the preceding few months that for the smooth and successful functioning of the company all its activities should be centralised at Goa where its factory is situated and which was also in close prximity of its main marketing area and that it was, therefore, considered advisable jto shift the registered office of the company from Bombay to Goa.;
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