S.K.Mukherjea, J. - (1.) This is an appeal against an order by which the learned Judge dismissed an application under Section 17 of the Companies Act for confirmation of alteration of the provisions of the Memorandum of Association of a Company by special resolutions so as to transfer the place of its registered office from one State to another. The registered office of the company is situate at Calcutta. One of the main objects of the company is to carry on the business of distributors of films. By those special resolutions it was resolved that subject to the sanction of the High Court at Calcutta being obtained, the registered office of the company at present situate in the State of West Bengal be removed to the State of Maharashtra and the relevant clause in the Memorandum of Association be altered accordingly.
(2.) It is stated in the petition that in arriving at the decision to transfer its registered office from Calcutta to Bombay, the facts taken into consideration were: (i) The Head Office of the company is situate in Bombay, registered office of the company is situate in Calcutta and it is essential that this anomaly should be removed by transferring the registered office of the company from Calcutta to Bombay to enable the company to carry on its business more economically and more efficiently from administrative point of view. (ii) The registered offices of most of the foreign film companies are situate in Bombay and, therefore, it is considered essential that the company's registered office should also be situate at Bombay. It will assist the company to compete in its business with other foreign film companies if the registered office of the company is situate there. (iii) There is better scope at Bombay for expansion of the company's business as it is easier there to come into contact with foreign visitors in the film industry who are interested in the distribution of their products and such personal contact will essentially promote the interests of the company. (iv) It is in the Interest of the shareholders of the company that the registered office of the company be removed to Bombay.
(3.) Notice of the application was served on the Registrar of Joint Stock Companies and as directed by the learned judge, also on the State of West Bengal. No affidavit was filed by the Registrar or by the State. The application was opposed only by the State on the ground that sufficient cause has not been shown as to why the registered office should be transferred to Maharashtra.;