B. K. MEHTA, J. ( 1 ) THIS is a petition under sec. 17 of the Companies Act 1956 for confirming alterations of the Memorandum of the Company annexed to the petition at Annexure-B. The petitioner-company was registered under the Companies Act No. VI of 1882 on October 6 1913 under the name of The Harivallabhdas Mulchand Mills Company Limited as a Company limited by shares. The name of the original Company was changed to New Asarwa Manufacturing Company Limited from February 15 1961 and a fresh certificate of incorporation dated the 15th February 1961 was issued by the Registrar of Companies Gujarat. The authorised capital of the Company is Rs. 35 0 0 divided into 3164 ordinary shares of Rs. 1000. 00 each 2240 4 1 redeemable cumulative 1st preference shares of Rs. 100. 00 each 560 second 4 1/2% redeemable cumulative 2 preference shares of Rs 100/- each and 560 4 1/2% redeemable cumulative 3 preference shares of Rs. 100. 00 each. All the shares are fully paid up. The objects of the petitioner-Company are described in the Memorandum of Association annexed to the petition as Annexure-B. It is more or less one object company as can be seen from the objects described in Clause 3 of the Memorandum. The original Memorandum of Association of the Company is in Gujarati. The said Clause 3 when translated into English reads as under:a. To purchase from Sheth Chimanlal Girdharial at Rs. 3 lacs inclusive of the cost of preparation of documents stamp registration etc. the factory known as The Hitechhu Spinning and Manufacturing Company Limited situate at Ahmedabad together with all its machinery buildings etc. which factory was purchased at a court auction by the said Sheth Chimanlal Girdharial for Rs 275001/- (Rupees two lacs seventy five thousand and one) only and to expand the business of weaving cloth etc. to dispose of useless machinery that is to expand the weaving department by replacing and/or adding new machinery for the old machinery for the manufacture of yarn cloth etc. and if necessary to start dyeing and printing departments etc. and all other works which can be operated manually or by steam or by electricity. B. To purchase or to take on lease the land wheresoever necessary for the purpose of building the factory as mentioned above and for any other work connected therewith. and if necessary to start dyeing and printing departments etc. and all other works which can be operated manually or by steam or by electricity. B. To purchase or to take on lease the land wheresoever necessary for the purpose of building the factory as mentioned above and for any other work connected therewith. C. To carry on all or any of the business mentioned hereunder. To purchase or sell by immediate or future delivery cotton silk wool jute seeds etc. from any part of India or from England America or Egypt to purchase and ginn cotton and to sell or cause to be sold all type of manufactured goods in Ahmedabad or at any other place and to do all work incidental thereto. D. To amalgamate with any other company if deemed proper by the company to do so. ( 2 ) THE petitioner-Company commenced its business and continued the same till 1972 in which year the petitioner-Company sold its under taking on April 29 1972 for a sum of Rs. 40 lacs only. It appears from the balance-sheet of the Company for the year ending 31st December 1972 that the petitioner-Company had received licences to deal in cotton and the Directors reported to the share-holders in their report enclosed to the balance-sheet that they had started the said business in cotton. It also appears from the balance-sheet that after making adjustments against the losses of the previous years there was a total loss of Rs. 20 35 72 at the end of the year. In the balance-sheet of the Company for the year ending 31st December 1973 which has been placed on the record to-day on behalf of the petitioner-Company it has been observed in the Directors report that during the year the Company had done cotton business and employed the funds in fixed deposit of Schedule Banks. It has been also observed that the manufacturing activities of Textile was continued by getting cloth woven by outside Agencies. ( 3 ) AT the Extra Ordinary General Meeting held on April 23 1974 a Special Resolution sanctioning the alterations to Clause 3 of the Memorandum of Association was duly passed unanimously. The proposed alterations in the object Clause of the Memorandum of Association have been annexed at Annexure-C to the petition. The petitioner-Company has therefore approached this Court for sanction to the said alterations under sec. The proposed alterations in the object Clause of the Memorandum of Association have been annexed at Annexure-C to the petition. The petitioner-Company has therefore approached this Court for sanction to the said alterations under sec. 17 of the Companies Act, 1956. ( 4 ) FOR the purposes of the alteration of the object Clause the petitioner-Company has divided the proposed objects into main objects and other incidental objects as the future objects of its business. The main object of the future business of the petitioner-Company is intended as under - to acquire and take over from Echem Investment Private Limited as a going concern the business of Cinema exhibition carried on by the said Echem Investment Private Limited in the name and style of Shital Theatres at Gomtipur Road Ahmedabad. The other objects of the Company are inter alia to carry on business as proprietors managers and renters of cinema theatres music halls concert and dance halls discotheques and other places of amusement and entertainment of every kind of film producing studios recording studios and television studios and also to carry on the business of exhibiting cinematograph films and of organising the production management and performance of plays dramas comedies operas operettas burlesques pantomimes revues musical and other pieces ballets shows radio and television entertainments of every kind and of organising managing and holding concerts recording sessions and dances etc. The petitioner-Company incidentally intends to carry on the business as proprietors of restaurants hotels refreshment and tea rooms cafes and milk snack bars and to carry on the business as bankers confectioners tobacconists farmers ice manufactures etc. The petitioner-Company also intends to carry on the business which may be really incidental to their main business of exhibitors which have been set out in sub-paras (1) to (12) of para B to Clause 3. The petitioner-Company also intends to carry on incidentally the business of spinning and weaving and all other incidental business activities in relation thereto as this happened to be their original business. These activities have been referred to in sub-paras (14) to (17) of para B of Clause 3. The petitioner-Company also intends to act as Financing Agency and to carry on all incidental business activities in relation thereto. Those activities have been described in sub-paras (22) (24) (25) and (28) of para B of Clause 3. These activities have been referred to in sub-paras (14) to (17) of para B of Clause 3. The petitioner-Company also intends to act as Financing Agency and to carry on all incidental business activities in relation thereto. Those activities have been described in sub-paras (22) (24) (25) and (28) of para B of Clause 3. The Company also intends to carry on the general business of land Agent and to purchase grant lease exchange hire or otherwise lands and properties of any tenure or any interest in the same in India and to erect and construct houses buildings or works of every description of any land of the Company. These activities have been enumerated in sub-paras (31) (37) (38) and (39) of para B to Clause 3. The Company also intends to act as an Investment Company and to carry on all incidental activities thereto. The said activities are described in sub-paras (44) (45) and (46) of para B to Clause 3. In order to effectuate the main and incidental objects which have been described above the Company wants to have sufficient powers in that behalf and therefore in para C of Clause 3 the incidental and ancillary objects have been enumerated in sub-paras (47) to (56) and (60) to (72) and (78) to (83) (86) (88) and (89 ). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ( 5 ) THE second ground of objection of the Registrar that the business which the petitioner-Company is intending to carry on is entirely a new business which cannot be said to be incidental or ancillary or even akin or alike to the existing business of the petitioner-Company. . . . . . . . . . . . . ( 5 ) THE second ground of objection of the Registrar that the business which the petitioner-Company is intending to carry on is entirely a new business which cannot be said to be incidental or ancillary or even akin or alike to the existing business of the petitioner-Company. It is no doubt true that the main business activities in which the petitioner-Company wants now to engage itself is the exhibition of films and all the business activities incidental thereto. However by sub-paras (14) to (17) of para 3 of Clause 3 in the proposed amendments the Company has also indicated that it would engage itself in the business of manufacturing textile as well as dealing in cotton and other fibres. The objection of the Registrar that this new business cannot be conveniently or advantageously be combined with the business of the Company in the existing circumstances is in my opinion misconceived. The new business intended by the petitioner-Company having regard to the changed circumstances namely that the original undertaking of the petitioner Company has been sold away for a sum of Rs. 40 lacs whereby the petitioner-Company has received such a big amount can conveniently be carried on with its present business of some manufacturing activities as well as its business of dealing in cotton by investing the same in some lucrative line. No circumstances have been pointed out by the Registrar nor brought on record by any other affected party that it would not be convenient or advantageous for the petitioner-Company to engage itself in the main business of exhibition of films with existing business of the petitioner-company. It is an accepted position that a large sum of Rs. 40 lacs is lying with the Company which has for temporary purposes been placed in fixed deposit with the Schedule banks. The contention of the petitioner- Company that it should be permitted to utilise this large fund in such business which will earn a fair and reasonable return so as to ensure the dividend to the share holders is perfectly justified. The contention of the petitioner- Company that it should be permitted to utilise this large fund in such business which will earn a fair and reasonable return so as to ensure the dividend to the share holders is perfectly justified. The petitioner-Com- pany intends to acquire as a going concern the business of Cinema exhibition of M/s. Echem Investment Private Limited which is a holding Company and the acquisition of Cinema business by the said holding Company would be in the mutual interest of the petitioner-Company and the holding Company. It is an established legal position that in deciding as to whether sanction to the alteration of a memorandum so as to enable a company to start additional business should be granted or not the court should not reject an application EX FACIE merely because the new business is wholly different from and bears no relation to the existing business of the Company. All that should be essential and borne in mind is that it should be capable of being conveniently and advantageously continued with the existing business and is not destructive of or inconsistent with the existing business (vide Modi Spinning and Weaving Mills Co. Ltd. (1963) Com. Cas. 901; Juggilal Kamalpat Jute Mills Co. Ltd. v. Registrar of Companies (1966) 1 Com. Law Journal 292; and In re Rajindra Industries (P) Ltd. (1967) Com. Cases 563; and In re New Asiatic Insurance Co. Ltd. (1967) Com-Cases 331. It is no doubt true that the court may refuse to confirm an alteration unconnected with the existing objects or where the change has altered the basis of the Company. But it cannot be said here that the proposed alterations will change the basis of the Company or destroy the existing business. As has been stated above the petitioner-Company does not want to abandon its present business activities of manufacturing textile or to deal in the cotton. It wants to put the large fund which is now at its disposal on account of the disposal of the undertaking of the petitioner-Company to more purposeful use which will earn reasonable profits for the share-holders and with that purpose in view it wants to have as its object the business of exhibition of films and for that purpose to acquire the running business of the holding company. The other objects which have been classified by the petitioner-Company in para B of the Clause 3 include the present activities of textile manufacturing dealing in cotton and the business in land and constructional activities. If the petitioner-Company takes over the business of holding company viz. of exhibition of films it cannot be gainsaid that it will be convenient as well as advantageous to run the new business along with old. By no stretch of imagination it can be said that the new business will destroy the old one. In these circumstances therefore the objection of the Registrar that it would not be convenient or advantageous for the petitioner-company to engage itself in new business along with the present business should be rejected. ( 6 ) THE third objection of the Registrar that this will deprive the State of its revenue is entirely misconceived and it is to be stated merely for rejecting it. Simply because the petitioner-Company could have resorted to an alternative course of action by floating a new Company it cannot deprive the petitioner-Company if it can legally do so to alter the objects to achieve the same purpose. I have not been able to appreciate that which are the other provisions of the Companies Act which can be impediment in the way of the petitioner-Company in getting sanction from this Court for the proposed alterations in their objects. The Registrar of Companies has not pointed out any other provision of the Companies Act which would be a bar to grant of sanction prayed for by the Company. [the rest of the judgment not material for the Reports. ] sanction granted. .