P.B.Mukharji, J. - (1.) This is an application to alter the memorandum of association of the company in terms of the resolution set out in paragraph 6 of the petition passed at a general meeting. The alterations relate to the objects clause.
(2.) The company is the Bharat Mining Corporation Limited. The objects of this company in the memorandum are set out mainly in Article 3 and its 22 sub-clauses. What is now intended to tie done is to add new sub-clauses (23) to (34) after Clause 3, Sub-clause (22), of the existing objects. The intended new clauses are as follows :-- "(23) To enter into contracts with the Government and other persons for: (A) Construction of buildings, walls, boundary walls, bridges, dams and embankments. (B) Levelling of land, tanks, river beds and canals. (24) To construct buildings and houses and give them on lease or rent. (25) To construct buildings and houses and sell them. (26) To do all kinds of fabrication works of steel, aluminium, copper, zinc and alloys. (27) To purchase, sell and erect various types of machineries and their parts. (28) To purchase, sell, acquire and otherwise deal in shares, debentures and securities of other limited companies. (29) To purchase and let on hire commercial vehicles for road transportation of goods and commodities. (30) To finance purchase of goods of third parties against mortgage of the goods purchased. (31) To sell goods on hire purchase system. (32) To lend money on interest with or without security. (33) To build hotels and restaurants and run and manage them as owners. (34) To buy and sell land, buildings, hotels, restaurants and business premises."
(3.) The fate of this application depends on a proper application of Section 17 of the Companies Act, 1956. The learned counsel for the petitioner relies mainly on Section 17(a), (b) and (d) of the Act. These statutory provisions state that a company may by special resolution alter the provisions of its memorandum with respect to the objects of the company so far as may be required to enable it, (a) to carry on its business more economically or more efficiently, (b) to attain its main purpose by new or improved means, and (d) to carry on some business which, under existing circumstances, may conveniently or advantageously be combined with the business of the company. The question, therefore, in this application is whether the proposed alterations satisfy the tests so laid down by these statutory provisions.;