NEW ASARWA MANUFACTURING COMPANY LTD Vs. STATE OF GUJARAT

JUDGEMENT

(1.) This is a petition under sec. 17 of the Companies Act 1956 for confirming alterations of the Memorandum of the Company annexed to the petition at Annexure-B. The petitioner-company was registered under the Companies Act No. VI of 1882 on October 6 1913 under the name of The Harivallabhdas Mulchand Mills Company Limited as a Company limited by shares. The name of the original Company was changed to New Asarwa Manufacturing Company Limited from February 15 1961 and a fresh certificate of incorporation dated the 15th February 1961 was issued by the Registrar of Companies Gujarat. The authorised capital of the Company is Rs. 35 0 0 divided into 3164 ordinary shares of Rs. 1000.00 each 2240 4 1 redeemable cumulative 1st preference shares of Rs. 100.00 each 560 second 4 1/2% redeemable cumulative 2 preference shares of Rs 100/- each and 560 4 1/2% redeemable cumulative 3 preference shares of Rs. 100.00 each. All the shares are fully paid up. The objects of the petitioner-Company are described in the Memorandum of Association annexed to the petition as Annexure-B. It is more or less one object company as can be seen from the objects described in Clause 3 of the Memorandum. The original Memorandum of Association of the Company is in Gujarati. The said Clause 3 when translated into English reads as under:

(2.) The petitioner-Company commenced its business and continued the same till 1972 in which year the petitioner-Company sold its under taking on April 29 1972 for a sum of Rs. 40 lacs only. It appears from the balance-sheet of the Company for the year ending 31st December 1972 that the petitioner-Company had received licences to deal in cotton and the Directors reported to the share-holders in their report enclosed to the balance-sheet that they had started the said business in cotton. It also appears from the balance-sheet that after making adjustments against the losses of the previous years there was a total loss of Rs. 20 35 72 at the end of the year. In the balance-sheet of the Company for the year ending 31st December 1973 which has been placed on the record to-day on behalf of the petitioner-Company it has been observed in the Directors report that during the year the Company had done cotton business and employed the funds in fixed deposit of Schedule Banks. It has been also observed that the manufacturing activities of Textile was continued by getting cloth woven by outside Agencies.

(3.) At the Extra Ordinary General Meeting held on April 23 1974 a Special Resolution sanctioning the alterations to Clause 3 of the Memorandum of Association was duly passed unanimously. The proposed alterations in the object Clause of the Memorandum of Association have been annexed at Annexure-C to the petition. The petitioner-Company has therefore approached this Court for sanction to the said alterations under sec. 17 of the Companies Act, 1956.