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Miscellaneous Petition No. 11 of 1966, decided on 16th May 1966.
S. 12 (d)‑Company‑Alteration of Memorandum‑Company carrying on business of cotton ginning and cotton seed oil expelling‑Can "conveniently and advanta geously" combine with it new proposed business of producing vegetable ghee and manufacture of soap‑Alteration in Memorandum allowed.
In re ; Parent Tyre Company, Ltd. (1923) 2 Ch. D 222 ref.
Naimuddin for petitioner.
This is an application under section 12 (d) of the Companies Act for alterations in the Memorandum of Association of Messrs Riaz & Co. (1962), a private limited liability Company. Formerly, the object of the petitioner's Company was to carry on business mentioned in para. 3 of the Memorandum of Association. The petitioner‑company now propose to exband the business and has passed a Resolution unanimously on 25th September 1965, to carry on other business which is mentioned in para. 3 of the petition. This business relates to producing vegetable ghee, manufacture of soap etc. Which it is stated is allied business and can be conveniently carried on by the petitioner Company under the existing condition.
2. The petition is opposed on behalf of the Registrar, Joint Stock Company on the ground that the petitioner cannot add in its Memorandum entirely new objects numbering 1 to 23. In my opinion the objection filed on behalf of the Registrar, Joint Stock Company on the face of it is frivolous. Mr. Naimuddin has referred me to a decision of the English Courts in In re : Parent Tyre Company, Ltd. ((1923) 2 Ch. D 222). In that case a Company which was carrying on manufacture of tyres was allowed to carry on banking business also. The Registrar failed to notice that under clause (d) of section 12 of the Companies Act it is open to a Company by special resolution to alter the provisions of its Memorandum with respect to the object of the Company so far as may be required to enable it to carry on some business which, under existing circumstances, may be conveniently or advantageously combined with the business of the Company. The proposed amendments are not in the nature of new business but, as pointed out by Mr. Naimuddin, are such which can be conveniently or advantageously combined with the present business of the Company namely, business of Kappas, Cotton ginning, cotton seeds, oil expelling, oil cakes and main tenance and controlling oil mills. He further failed to notice that the application for proposed alteration is made on behalf of a private limited company and all its shareholders have unani mously passed a special resolution for consideration of this Court. In my opinion, the objection is not based on any public consideration or principle. It has been made only for objection's sake. I would, therefore, overrule the objection and allow the petition.
K. B. A.
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