RAJAN NAGINDS DOSHI Vs. BRITISH BURMA PETROLEUM CO LTD

JUDGEMENT

(1.) THIS is a petition by three of the shareholders of the British Burma Petroleum Co. Ltd. (hereinafter referred to as "the company") for winding up the company. There three shareholders hold between them input 148 shares of the company of the face value of about Rs. 300. They are however supported by 210 other shareholders who hold shares of the value of over one lakh of rupees. The petition is opposed by the company and 1,682 shareholders holding shares of the value of about 30 lakhs of rupees. The petition has come up before me for admission, but has been argued in great detail and as if it were fixed for final hearing.

(2.) MOST of the facts relevant to this petition are not in controversy and may be briefly stated. The company was incorporated in England on 31st August, 1910. It has a place of business and its head office in Bombay. Its authorised capital is 200 lakhs shares of the nominal value of 1 s. 6 d. each. Its issued and paid up capital is 37,50,000 shares, and 95 per cent. of its shareholders are in India.

(3.) THE main and dominant object for which the company appears to have been started is set out in clause 3 (1) of its memorandum and is prospecting for, refining, production of and dealing in petroleum and other mineral oils and in particular to acquire three existing Indian companies carrying on that memorandum on that business in Burma, viz. , Aungaban Oil Co. Ltd. ,rangoon Refinery Co. Ltd. and Rangoon Oil Co. Ltd. There were prior to 8th December, 1970, in the memorandum of other object clauses some of which were ancillary to the main object, some were powers to enable the company to achieve the main object, many were such as would in any case be implied and some were inflated objects which it has become customary for draftsmen to insert, which were never needed by the company. Draftsmen resort to this device to avoid the cumbersome procedure of subsequently amending the object clauses. I shall consider some of the object clauses a little later. There was no clause providing that the various clauses were to be construed as independent main objects clauses or that the construction would not be limited by the name of the company. I shall for the sake of brevity refer to such clauses as "independent construction clause".