JUDGMENT W. Broome, J. - This is a petition by the Modi Spinning & Weaving Mills Co. Ltd. of Modinagar (District Meerut) under section 17 of the Companies Act for confirmation of the alternation in the memorandum of association of the company sought to be introduced by a resolution passed at a general meeting held on 14 January 1963. This alternation seeks to amend the objects clause of the memorandum of association so as to authorise the company to manufacture industrial and power alcohol and other spirits and alcholic liquors. It is suggested that this amendment will enable the company to carry on its business more economically and more efficiently (clause (a) of section 17) and to carry on a new business which may conveniently and advantageously be combined with the existing business of the company (clause (d) of section 17). 2. The petition is opposed by the Registrar of Companies, who assert that it does not fall within the scope of section 17 of the Companies Act, inasmuch as the new business sought to be started, i.e., the manufacture of industrial and power alcohol, is not such as can be combined conveniently or advantageously with the existing business of the company, which is the manufacture of artificial silk cloth. 3. The company seeks to meet the objection raised by the Registrar by pointing out that the manufacture of industrial and power alcohol is only the first step in a larger scheme which will eventually result in economy and enhanced efficiency in the existing business. The company proposes to set up within the next two years or so a plant for the production of acetate yarn, and this yarn will be utilised in the existing factory, which is engaged in the manufacture of artificial silk cloth. In order to produce acetate yarn it is necessary to have a plentiful supply of industrial and power alcohol, and it is with this end in view that the company wishes to start producing alcohol. Admittedly however until the acetate yarn plant is set up, the company will not be able to utilise the industrial and power alcohol for its own purpose but proposes to sell it in the market. 4.
Admittedly however until the acetate yarn plant is set up, the company will not be able to utilise the industrial and power alcohol for its own purpose but proposes to sell it in the market. 4. Learned counsel for the Registrar lays great street on the fact that at present the company is engaged only in the manufacture of cloth from artificial silk yarn which it purchases in the market and is not manufacturing its own yarn. It is pointed out that even though the manufacture of industrial and power alcohol might be advantageously combined with the manufacture of acetate yarn, the company is not at present producing any such yarn and its proposal to do so in the future may or may not fructify. What is to be seen, it is argued, is whether the proposed new business of manufacturing alcohol can be advantageously combined with the business of which the company is actually carrying on at present, and hypothetical future schemes which have not yet materialised should be excluded from consideration. 5. It seems to me that the view taken by the Registrar in this matter is unduly narrow. Learned counsel for the company has produced material to show that the company is actively pursuing the acetate yarn project, and there seems to be no reason to doubt the correctness of his assertion that the company wishes to start the production of industrial and power alcohol purely with a view to utilising it in the near future for the production of acetate yarn, which in its turn will be used for the manufacture of artificial silk cloth (the present business of the company). The existing objects clause of the memorandum of association permits the company to manufacture yarn as well as cloth, and it is expected that the production of yarn will start within two years' time. There can be no doubt that if this scheme fructifies, the company will be able to carry on its business more economically and efficiently for it will be producing its own raw materials (alcohol and yarn) for the manufacture of the finished article (cloth) instead of purchasing them elsewhere. 6. On general grounds, too there seems to be little justification for the Registrar's objections.
6. On general grounds, too there seems to be little justification for the Registrar's objections. Even if we close our eyes to the acetate scheme and confine our attention to the existing business of the company, I see no sufficient reason to hold that the proposal new business of the manufacture of industrial and power alcohol cannot be conveniently and advantageously combined with the existing business. As pointed out in the case of Parent Tyre Company Ltd., In re (1922) 2 Ch 222, 228, the additional business which a company is enabled to carry on by an alteration of its objects may be a business wholly different from and bearing no relation to the existing business of the company. As remarked by Lawrence J.: "It is essentially a business proposition whether an additional business can or cannot be conveniently or advantageously carried on under existing circumstances with the business of the company. The additional business of course, must not be destructive of or inconsistent with the existing business, it must leave the existing business substantially what it was before but the additional business may be one which is different from the original business and yet may well be capable of being conveniently and advantageously combined with the business which is being carried on." 7. In the present case there is nothing to show that the production of proper alcohol cannot be conveniently and advantageously carried on by the company, along with the manufacture of artificial cloth. I note that the resolution sought to be confirmed in this case was passed unanimously by the shareholders who are obviously the persons best entitled to judge such questions of convenience and advantage, and learned counsel for the Registrar has not been able to point to anything on the record that would go to show that the approval given by the shareholders at the general meeting of 14 January 1963 to the proposed extension of the company's business was unjustified. 8. It is conceded by learned for the company that the wording of the amendments embodied in the special resolution is unnecessarily wide inasmuch as it gives the impression that the company wishes to start business as brewers and manufactures of whisky, gin, rum, beer, wines etc. whereas as a matter of fact the company wishes to produce only industrial and power alcohol.
whereas as a matter of fact the company wishes to produce only industrial and power alcohol. He has no objection therefore to the wording being modified so as to exclude the unnecessary items. 9. Acting on the assurance that the company is to start the production of acetate yarn within a period of two years, I approve the amendment embodied in the resolution passed on 14 January 1963 in so far as it enables the company to conduct, carry on, manufacture and manage the business or trade of industrial alcohol and power alcohol. The references in the resolution to whisky, gin, rum, brandy ether, beer, ale, porter, stout, wines, aerated waters and liquors, malt hopes, grain, meal and yeast shall be deleted. With this modification I allow the petition and confirm the suggested alteration of the memorandum of association. If by any chance the company should fail to start the production of acetate yarn within two years from today, it will be open to the Registrar of Companies to seek modification of these orders. In the circumstances of the case I make no direction as to the payment of costs.