K G KHOSLA COMPRESSORS LTD Vs. STATE

JUDGEMENT

(1.) THIS is a petition under Section 17 of the Companies Act, 1956 (hereinafter called "the Act"), filed by K. G. Khosla Compressors Ltd. (hereinafter called "the company") with a prayer for confirmation of the alteration of clause II of the memorandum of association for shifting its registered office from the National Capital Territory of Delhi to the State of Maharashtra. It is stated in the petition that the alteration would be in the interest of the company and the larger interest of shareholders and no one will be prejudiced by the alteration and that it is just and equitable that the alteration should be confirmed. It is further stated that the interest of the employees will not be affected by the alteration and the company would continue to provide investor service from New Delhi. The main reason for shifting of the registered office is that the management of the company is now vested with Kalyani/Kirloskar groups who are operating from Pune, Maharashtra. The shifting will enable the new management to exercise effective control and greater co-ordination with a view to carrying on the business of the company more efficiently. The required special resolution in this regard has been already passed at the annual general meeting held on September 18, 1996.

(2.) The petitioner-company has filed the required information regarding the creditors along with a verification with regard to the authenticity of the liability. Copies of individual notices to the creditors along with the public notice about the petition have also been filed. The notice of the general body meeting and the minutes thereof have also been filed to show that the special resolution has been actually passed. A statement showing the State-wise shareholding pattern has also been filed along with the petition. A copy of the petition has also been filed with the Registrar of Companies in the National Capital Territory of Delhi and Haryana.

(3.) OBJECTION to the petition has been filed by two creditors, namely, Ram Chand Shri Narayan and JBR Heavy Engg. (P.) Ltd. OBJECTIONs were also filed by two shareholders, viz., Mrs. Prem Bharadwaj and Miss Sangeeta Bharadwaj. An objection was also filed by another shareholder, Shri. J. C. Khosla. Smt. Prem Bharadwaj holds 600 shares jointly with another shareholder. Ms. Sangeeta Bharadwaj hold 500 shares jointly with another shareholder. Sh. J. C. Khosla is stated to be holding approximately 2.5 per cent, of the subscribed capital along with associate companies and friends.