Research › Browse › Judgment

Allahabad High Court · body

1963 DIGILAW 237 (ALL)

Motilal Padmapat Sugar Mills Co. (P) Ltd. v. ABC

1963-09-30

W.BROOMS

body1963
JUDGMENT W. Brooms, J. - A private limited company known as Motilal Padampat Sugar Mill Company of Kanpur has applied under section 17 of the Companies Act for confirmation of an amendment sought to be introduced in the objects clause of its memorandum of association. The company is at present engaged in the manufacture of sugar in Champaran district (Bihar) and oil in a factory at Gutaiya in Kanpur district and also trades in oil-seeds and runs a cold storage depot at Gutaiya. Now it wishes to embark on a new business, viz., the manufacture of steel goods; and to this end it seek to introduce the following additional clause among the objects set forth in the memorandum of association: "To carry on trades and business of steel makers, re-rollers, foundrymen, steel fabricators (in all its branches and variations) and in particular as manufacturers of steel hoops (hot and cold roller), bars and rods, tool steel, gate channels, steel castings, etc., for sale on for internal consumption, iron founders, mechanical engineers, tool makers, brass founders, metal workers, boiler makers, mill wrights, machinists smiths and to buy, sell, manufacture, repair, convert, alter, let on hire and deal in plan, machinery, implements, rolling stock, conveyances, and hardware of all kinds." 2. A resolution recommending this amendment was passed unanimously at an extraordinary general meting of the shareholder so the company held on 12 February 1963. Notice has been issued to the creditors of the company but none has come forward to file any objection. The petition, however, is opposed by the Registrar of Companies on various grounds, which I now proceed to deal with seriatim. 3. The basic objection put forward by the Registrar is that the new business of manufacturing steel goods is a totally new departure for the company, having nothing in common with the existing business that is being carried on at present. But as pointed out in the case of In re Patent Tyre Company Ltd., (1923) 2 Ch 222 the mere fact that the additional business proposed to be undertaken by a company is a new departure is not fatal to a petition of this nature. The real question to be decided is whether the additional business is one which may conveniently or advantageously be combined with the existing business of the company. The real question to be decided is whether the additional business is one which may conveniently or advantageously be combined with the existing business of the company. P.O. Lawrence, J., remarked: "The additional business, of course, must not be destructive of or inconsistent with the existing business: it must leave the existing substantially what it was before; but the additional business may be on e which is different for the original business and yet may well be capable of being conveniently and advantageously combined with the business which is being carried on. I think t would be placing altogether a too narrow construction upon section 9, to hold that, because the additional business involves a new departure which was not contemplated by the original memorandum, therefore it does to all within the purview of the section." 4. In the present instance I see no reason to hold that the new business of manufacturing steel goods would be in any way inconsistent with or destructive of the existing business of sugar manufacture, oil manufacture, etc.; and no circumstances have been brought to my notice that would lead to the inference that these business cannot be conveniently or advantageously combined together and run by a single company. 5. It is contended, however, on behalf of the Registrar that even if the proposed new business is capable of being combined with the existing business, the amendment in the objects clause of the articles of association should be strictly confined to the particular line of new business which the company is about to undertake. The position is that the company has been granted a licence for the manufacture of steel castings only and the Government of India has refused to grant any licence at present for the manufacture of thinner sections and re-rolling billets. The Registrar, therefore, suggests that the articles of association should be amended in such a way as to allow the company to manufacture steel castings only; and that amendments permitting the manufacture of other kinds of steel goods should be applied for later on as and when the licences for the manufacture of such goods are granted by the Government. It seems to me, however, that the view taken by the Registrar in this matter is too narrow and technical, and that no useful purpose would be served by adopting the procedure proposed by him. It seems to me, however, that the view taken by the Registrar in this matter is too narrow and technical, and that no useful purpose would be served by adopting the procedure proposed by him. The petitioning company wishes to embark on the manufacture of steel goods of various kinds, and there is no reason to think that it proposes to restrict itself to the particular category, viz., steel castings, for which it has initially been granted a licence. As soon as the factory for manufacture of steel castings gets into full production, I have no doubt that the company will take steps to start the manufacture of other items of an allied nature; and I do not see why the company should be compelled to come to this court again and again for each such item. 6. In certain respects, however, I feel that the proposed additional clause is a trifle too wide in its scope. The purpose of the amendment is to allow the company to embark on the manufacture of steel goods; and in this context the reference to brass founders and metal workers scarcely seems appropriate. I propose, therefore, to delete these two items. The word 'etcetera' coming after the words 'steel castings' is also open to objection on the score of vagueness and that too should be deleted. 7. The Registrar suggests that as the fresh business which the company proposes to undertake is an absolutely new departure having little affinity with the present business of sugar and oil manufacture, it would be advisable to direct the company to maintain separate accounts and prepare separate balance-sheets and profit and loss account for the new business so that the shareholders may be in a position to judge whether the venture has proved a success or not. Counsel for the company states hat he has no objection to preparing a separate profit and loss account in respect of the new business for a limited number of years; but he points out that the preparation to specify the precise capital assets that should be treated as having been earmarked for the new project. Counsel for the company states hat he has no objection to preparing a separate profit and loss account in respect of the new business for a limited number of years; but he points out that the preparation to specify the precise capital assets that should be treated as having been earmarked for the new project. This objection appears to have some force and I, accordingly, propose to direct the company to prepare only a separate profit and loss account in respect of the new business and that too for a period of five years only, starting from the year in which the new factory commences production. 8. The final suggestion put forward on behalf of the Registrar is that certain clauses relating to interpretation which appears in the existing articles of association of the company should be deleted; but it seems to me that such action would be outside the scope of the present proceedings and I do not propose to make any such change, while dealing with this petition. 9. The result is that I confirm the amendment proposed by the petitioner in the memorandum of association, with the exception of the word 'et cetera' and the words 'brass founders, metal workers' appearing therein, which are to be deleted; and I further impose the condition that the company shall, each year, in addition to its general balance-sheet and profit and loss account, prepare a separate profit and loss account in respect of the new business which is to be undertaken in pursuance of the amendment for five successive years starting with the year in which the new factory commences production.