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Civil Appeal No. 62‑D of 1967, decided on 17th December 1969.
(On appeal from the judgment and order of the High Court of East Pakistan, Dacca, dated the 20th August 1965, in Appeal No. 5 of 1964).
S. 11‑Word "interests" in S. 12(3)(x)‑Does not include remote hope of a person or party becoming beneficiary of property and assets of an applicant seeking confirmation of alteration in Memorandum of Association‑Such party or person has no locus standi to oppose application.
An application for confirmation of a special resolution passed under section 12 of the Companies Act, 1913, altering some provisions of the Memorandum of Association of a Company does not take effect until and except in so far as it is confirmed by the High Court on petition. Before confirming the alteration the Court must be satisfied that sufficient notice has been given amongst others to any persons or class of persons whose interests will, in the opinion of the Court, be affected by the alteration. The interests contemplated by section 12(3)(a) are, however, present interests and do not include a remote chance of being benefited in future.
A clause in the Memorandum of Association of A (a Chamber of Commerce) declared that upon winding up or dissolution its property "shall not be paid or distributed among .members of the Association but shall be transferred to some other institution having similar objects". Later on A decided by a resolution to alter some of the objects of the Memorandum of Association and then applied under section 12 of the Companies Act for confirmation. B, another association opposed the application claiming that it being an organisation with similar objects was entitled to become beneficiary of all property and assets of the applicant in the event of the applicant not being recognised by the Government under the Trade Organisation Ordinance, 1961 and thus getting dissolved. The Supreme Court, however, held that the High Court was right in holding that B had no locus standi to oppose the application for confirmation because it had only a remote hope of becoming a beneficiary of property and assets of A.
In re : Hearts of Oak Life and General Assurance Company Limited and Reduced (1920) 1 Ch. D 544 ref.
A. M. Abdullah, Senior Advocate. Supreme Court:(Shahabuddin Ahmad, Advocate Supreme Court with him) instructed by S. M. Abbas, Advocate‑on‑Record for Appellant.
A. K. Brohi, Senior Advocate Supreme Court (Mohammad J. Jafer, Advocate Supreme Court with him) instructed by Abdur Rab‑11, Advocate‑on‑Record for Respondent.
Dates of hearing : 16th and 17th December 1969.
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