IN THE MATTER OF THE GONESHBERI TEA CO. PRIVATE LTD. Vs. ABC
HIGH COURT OF CALCUTTA
In The Matter Of The Goneshberi Tea Co. Private Ltd.
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S.P. Mitra, J. -
(1.) This is an application for an order that the additions and alterations of the company's objects proposed to be effected by the Special Resolution at a General Meeting of the Company held on the 26th December, 1958 and set forth in paragraph 6 of the petition be confirmed by this court. The Special Resolution is as follows:-
"That subject to the sanction of the Hon'ble Court at Calcutta, the following object-clauses be inserted in the memorandum of the company as sub-clauses (r(i)) and (r (ii)) of Clause 3 of the memorandum of association of the company respectively:-
'(r(i)) To contribute and/or subscribe to any charitable or other-funds not directly relating to the business of the company or the welfare of its employees as provided by section 293 (1) (e) of the Companies Act, 1956'.
'(r(ii)) To subscribe for, purchase or otherwise acquire and hold, sell, dispose of and deal in shares, stocks, Debentures Stocks or Securities of any company or of any authority Supreme, Municipal, Local or otherwise.'
(2.) As section 293 of the Companies Act, 1956, applies to a public company or a Private Company which is a subsidiary of a public company, it is obvious that, it cannot be attracted to the present case of a Private Limited Company. But Mr. S. C. Sen, learned counsel for the company, has invited me to impose the limits prescribed by 293(1) (c) of the Companies Act, 1956, as to the quantum of contribution or subscription. Mr. Sen has also said that if this proposal does not appeal to me I may impose such restrictions as I may choose.
(3.) It is stated in the petition that the proposed extension of the objects of the company is required to enable the company to carry on its business more conveniently, advantageously and efficiently than before. The company has no debenture debt nor any other debt nor any creditor except the Punjab National Bank Limited, the Central Bank of India Limited and the Bank of India Limited. These creditors have no objection to the order being made.;
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