JUDGMENT 1. - This is a petition filed by the Orient Trading Company, a Public Limited Company, Ratangarh (Rajasthan), for confirmation of alteration sought to be made in the provisions of its Memorandum of Association with regard to the change of place of its registered office from Rajputana (now Rajasthan) to the State of West Bengal, by a resolution passed at an annual general meeting of the said company held on the 19th day of March, 1974. It is alleged in the petition that the said Company was registered on 1st August, 1941, under the provision of the Indian Companies Act, 1913 as a Public Limited Company Limited by shares and is an existing Company within the meaning of the Companies Act, 1956. The registered office of the company is situated at Western Gate in the town of Ratangarh, District Churu, Rajasthan. The authorised capital of the company is Rs. 1,00,00,000/-, divided into 1,00,000 equity shares of Rs. 100/- each. The issued and subscribed capital of the Company is Rs. 25,00,000/-, divided into 25,000 equity shares of Rs. 100/- each fully paid up. The objects for which the company was formed are set out in clause 3 of the Memorandum of Association of the said Company annexed with the petition and is marked with the letter 'B'. Shortly, after its incorporation the Company started its business as agents for the purpose of purchase and sale of goods on commission basis or otherwise in the State of West Bengal. The majority of the Directors of the Company are staying in Calcutta and the office of the Company where day to day administration and other office work are carried on is situated at Calcutta in the State of West Bengal but the registered office of the Company being at present situated at Ratangarh in the State of Rajasthan has been causing continuous and great inconvenience in managing the affairs of the Company. It is alleged in this petition that the Company and share holders are thus in a disadvantageous situation. Therefore, the Directors of the Company thought fit not to keep the registered office of the company at Ratangarh in the State of Rajasthan and to shift the same to Calcutta in the State of West Bengal. It is alleged in this petition that the Company and share holders are thus in a disadvantageous situation. Therefore, the Directors of the Company thought fit not to keep the registered office of the company at Ratangarh in the State of Rajasthan and to shift the same to Calcutta in the State of West Bengal. Besides the removal of the registered office will prove economical to the Company as the company is maintaining an office at Calcutta since long and the Company will not have to spend anything extra. Thus the change of the registered office of the company will result in savings to the company and its shareholders and will facilitate the business activities of the Company. Accordingly, by a resolution of the company duly passed in accordance with section 189 of the Companies Act, 1956, at the 32 the annual general meeting held on the 19th day of March, 1974, after due notice as provided in the Act, it was resolved unanimously that subject to the confirmation of this court registered office of the Company be removed and transferred from Ratangarh in the State of Rajasthan to Calcutta in the State of West Bengal. It was further resolved that subject to the confirmation of this Court the Memorandum of Association of the Company be amended in the manner that words, "The Registered Office of the Company will be situated in Rajputana. It was further alleged in the petition that the Company has not issued any debentures and that as per its last balance sheet as on 31st July, 1973, the Company is indebted to the following extent: 1. Secure loans Rs. 20,21,662/- 2. Unsecured loans Rs. 6,49,844/- It has also been mentioned in the petition that the proposed alteration of the Memorandum of Association of the Company will not prejudice any one and it is just and equitable that the alteration should be confirmed by this Court. 2. In support of the contents of the petition, Mr. Radhey Shyam Sureka, Principal Officer of the company has put in his own affidavit, wherein he has stated on oath that the general meeting referred to in paragraph 9 of the petition was duly convented in pursuance of the notice annexed and marked 'C' and that a copy of this notice was duly sent to all the shareholders in accordance with the provisions of the Act and the articles of association. The annual general meeting of the shareholders of the company was held at Ratangarh on 19th March, 1974 in pursuance of the said notice and Shri B.M. Tapuriah was the Chairman of the meeting. The resolution was duly passed and shown and marked 'D' is the Minutes Book of the Company, containing the minutes of the proceedings of the meeting held on 19th March, 1974 and were correctly recorded. 3. After the petition was filed in this Court, notices of the presentation of the said petition and of the date appointed for hearing thereof were published in the daily newspapers Hindustan Times and the 'Rastradoot' and the Official Gazette of Rajasthan Notice to that effect was given to every creditor and every other person whose interest was to be affected by the alteration, to all members of the company, to the State of Rajasthan to the Registrar of Companies and Central Government Notices have been duly advertised and served upon the aforesaid persons as is evident from the affidavit filed by Mr. S.K. Keshote, Advocate for the said company dated 20th September, 1975. Shri Keshote, Advocate of the company has not received any objection to the proposed alteration from any member of the persons to whom the notice of the hearing of the position were sent. In respect to the notice issued to the Registrar of the companies, he has filed his affidavit stating that the statement made in para 12 of the petition is not correct since as per the balance sheet on 31.7.73, the total realisable assets of the company are of Rs. 38,85,626/- as against the total liabilities of Rs. 29,08,708/- and as such there is an excess of assets of Rs. 4,76,918/-, over the liabilities arrears the petitioner Company has submitted that the assets of the company are of Rs. 33,85,626/- and the total liabilities are of Rs. 54,08,708/- and has thus shown excess of liabilities over its assets by Rs. 20,23,082/-, which is incorrect. The petitioner in its reply dated 19th November, 1975, has admitted the correctness of the averments made by the Registrar of Companies in his affidavit but has explained the discrepancy in the following manner:- "The difference has occurred due to the reason that the company has included the amount of paid up capital in the liabilities in the balance sheet submitted by it before this Court. The paid up capital of the Company of Rs. 25,00,000/-. In the balance sheet submitted by the Company before the Registrar of Companies, the petitioner company had worked out the liabilities of the companies after excluding the amount of the paid up capital out of the liabilities are as such the liabilities of the company as on 31st March, 1973, comes to Rs. 29,08,718/-. In case the amount of the paid up capital is included from the liabilities then the realisation assets of the company will come to the amount of Rs. 4,76,918/-. As such there is no discrepancy in the statement made by the petitioner company before this court and the Registrar of Companies Rajasthan, Jaipur." 4. I have gone through the record and heard the learned counsel for the petitioner. The petitioner company has sought an alteration so as to change its registered office from Ratangarh in the State of Rajasthan to Calcutta in the State of West Bengal on the grounds that the company is carrying on its business in the State of West Bengal that majority of the Directors of the Company are staying in Calcutta and the office of the company where day to day administration and other office work are carried on is situated at Calcutta, that the absence of the registered office from the place of its business is causing continuous and great inconvenience in managing the affairs of the company and that the shareholders are in a disadvantageous situation on account of the registered office of the company being far away from its place of business. Besides, it is alleged that the shifting of the registered office from Ratangarh to Calcutta will prove economical to the Company as the company is maintaining an office at Calcutta since long and the Company will not be required to spend anything more. The grounds mentioned above are weighty. Having considered all the facts, I am of the view that the shifting of the registered office of the company from Ratangarh to Calcutta will be beneficial to the company and its shareholders and will facilitate business activities of the company and will be convenient to the Directors of the company. The shifting of the registered office of the company is a domestic matter for the members of the company. The shifting of the registered office of the company is a domestic matter for the members of the company. The resolutions passed in the general meeting of the company held on 19th March, 1974 appear to be bonafide and in the interest of the company. Neither the members of the Company, nor the Registrar of the Companies, Jaipur, nor the State of Rajasthan or the Central Government, nor any person whose interests may be affected by the alteration has or have come forward to raise any objection or to make any suggestion with respect to the confirmation of the alteration. 5. This Court, therefore, doth order: that the alteration in the memorandum of association of the said company proposed by the special resolution of the company passed in accordance with section 189 of the Companies Act at an annual general meeting held on 19th March, 1974, at the registered office of the company at Ratangarh (which resolution is set forth in Schedule I hereto) be and the same is hereby confirmed. 2. That the memorandum of association of the company as altered by this order shall be set out in Schedule II hereto. SCHEDULE-I (a) "Resolved that the Registered Office of the Company be removed and transferred from Ratangarh to Calcutta in the State of West Bengal." (b) "Resolved that subject to the confirmation of Hon'ble the HC the Memorandum of Association of the Company be amended in the manner following that the words "The Registered Office of the Company will be situated in Rajputana" appearing in clause 2 of the Memorandum of Association of the Company be substituted by the words "The Registered Office of the Company will be in State of West Bengal." SCHEDULE-II Memorandum of the company as altered: Clause 2 "The Registered Office of the Company will be in State of West Bengal." 6. The memorandum of association of the company as so altered is already set out above in Schedule II. A certified copy of this order together with a printed copy of the memorandum of association as altered shall be filed by the Company with the Registrar of Companies; according to law. *******