Research › Browse › Judgment

Patna High Court · body

1958 DIGILAW 29 (PAT)

In Re v. .

1958-02-11

K.SAHAI

body1958
Judgment K.Sahai, J. 1. This is an application under Sub-section (5) of Sec.17 of the Companies Act, 1956, for confirmation of a special resolution of the shareholders of the company passed on 17-12-1956, with regard to alteration of the Memorandum of Association of the Company. The special resolution is as follows : "Resolved that after Clause 3 (R) of the Memorandum of Association of the Company, the following Sub-clause be added and numbered S. "(S) To subscribe, contribute, guarantee money for or otherwise aid any National. Charitable, Benevolent. Political, Public, general or useful object, fund, trust, or any institution and to make donations to such person or persons and in such cases as may seem expedient." Notices were issued to all concerned and were also published in two newspapers and the Bihar Gazette under orders of this Court; but no one has appeared to oppose the application. 2 Mr. Katriar, who has appeared on behalf of the petitioner Company, has drawn my attention to a decision of Mukharji J. in Re Indian Iron and Steel Co. Ltd., (S) AIR 1957 Cal 234 . A similar alteration as proposed by the special resolution in question in this case was in question in that case also. Mukharji, J. has, in that case, considered the whole matter exhaustively, and I do not think I need consider all the questions in detail in the present case. Under Sec.17(1) (a) of the Act, a company may, by a special resolution, alter the provisions of its memorandum so as to enable it to carry on its business more economically or more efficiently. It seems to me that the alteration proposed by the special resolution in question will certainly be conducive to the business of the company being carried on more efficiently. As pointed out by Mukharji, J., there is nothing unlawful in the alteration, and, in fact, it appears from Sec.293 of the Act that the Board of Directors may contribute to charitable and other funds on their own responsibility up to a certain limit, and with the consent of the company in general meeting beyond that limit. The expression "other funds" used in Sec.293(1) (e) may refer to contributions of the kind indicated in the proposed addition in the memorandum of association. There seems therefore, to be no objection in granting the companys prayer. 3. The expression "other funds" used in Sec.293(1) (e) may refer to contributions of the kind indicated in the proposed addition in the memorandum of association. There seems therefore, to be no objection in granting the companys prayer. 3. It is, however, necessary to impose certain terms and conditions so that the addition in the memorandum of association may not lead to abuse. In my opinion, the terms and conditions which were laid down by Mukharji, J. in the case which I have already cited are quite appropriate. In imposing the terms and conditions, therefore, I propose to follow the decision in that case with such modifications here and there as I consider necessary. 4. In the result, I confirm the special resolution passed by the meeting of the shareholders of the Company on 17-12-1956, regarding the addition of Clause 3(s) in the Memorandum of Association subject to the following terms and conditions: 1. This confirmation will be operative for a period of six years from today. At the expiry of that period, it will automatically cease to have effect unless the Court again confirms the alteration made by the special resolution and extends the period of confirmation for a further period. 2. During the period of six years, for which the present confirmation will be effective, the Company shall show in its balance-sheet and profit and loss account every year every single contribution directly or indirectly made by it for the purposes detailed in Clause 3(s) which is being added to its memorandum of association as well as the amount and date of the contribution. It shall show the same under the head of miscellaneous expenditure in Part I of Schedule VI of the Companies Act, 1956 , read with Clause 3 (x) (i) of Part II of Schedule VI of the Companies Act, 1956 . 3. At the expiry of the period of six years, the Company may apply for extension of the period of confirmation of its special resolution of 17-12- 1956, for a further period. But in that application, which will be supported by affidavit, the Company must show that it has faithfully carried out the directions of this Court about showing its contributions in its balance-sheet and profit and loss account. Thereupon, this Court may extend the confirmation of the special resolution for a further period upon such terms and conditions as it thinks fit.