B.C.Mitra, J. - (1.) This is an application under Section 17 of the Companies Act 1956, for confirmation of the alterations of the memorandum of association of the applicant company in terms of the special resolution passed at on extraordinary general meeting of the company on July 12, 1963.
(2.) The company was incorporated in 1943 under the Indian Companies Act, 1913. The objects of the company, inter alia, were as follows: To carry on all kinds of insurance, guarantee and indemnity business. The insurance business was to include Life Assurance, Fire Insurance, Marine and Aerial Insurance, Transit Insurance, Accident Insurance and other varieties of Insurance business, set out under paragraph 3 of the petition. Among the other objects were the purchase of and dealing in and lending on life, reversionary and other interest in property of ail kinds, to act as agent for the Issue of bills, bonds, debentures stock and to guarantee the subscription of any such shares or securities and act as trustees, executors or administrators. One among the other objects of the company of which mention should be made is to carry on business as capitalist, financiers, concessionaries and merchants and to undertake and carry on and execute all Kinds of financial, trading and other operations. Notice should be taken of another object clause whereby the objects specified in each paragraph of the memorandum of association was to be in nowise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the company, except where otherwise expressed in such a paragraph. This provision in the memorandum makes each object an independent object and not a subsidiary of any other object.
(3.) On July 12, 1963, a special resolution was passed at an extraordinary general meeting of the company whereby subject to confirmation by this court, it was resolved to alter the memorandum of association of the company as set out under paragraph 6 of the petition. The net effect of the resolution is that the company seeks to abandon insurance business of all kinds and to acquire the following new objects; (1) to carry on business as manufacturers of and dealers in chemicals, petro-chemicals, drugs, essences, acids etc., (2) to carry on business of engineers, metallurgists, iron, steel and brass founders, metal makers, moulders etc., (3) to execute contracts for supply or use of any machinery and to carry out ancillary or other works comprised in such contracts, (4) to carry, on business of Importers, exporters, merchants, ship owners and charterers of ships and transport and haulage contractors etc., (5) to render pecuniary or other assistance for helping settlement of industrial or labour problems or the promotion of industry or trade and to oppose legislation which may seem disadvantageous to the company, (6) to subscribe for any purpose which has a political object.;