Krimens Oil Mills (Private) Ltd. vs Registrar of Companies

Subrahmanyam, J.—The petitioner-company passed a special resolution so as to have clause (2) of its Memorandum of Association altered

as follows:

The Registered Office of the Company will be situate at Pondicherry.

The company''s registered office is at present in the city of Madras.

A resolution altering the provisions of the memorandum cannot take effect, u/s 17(2) of the Indian Companies Act, 1956, until such resolution is

confirmed by the Court on petition. The petitioner-company seeks confirmation of the alteration. The power which a company has to alter the

provisions of the memorandum is defined in Section 17(1). The part of Section 17(1) relevant to the present petition is this:

A company may, by special resolution, alter the provisions of its memorandum so as to change the place of its registered office from one State to

another.

The word ""State"" is not defined in the Indian Companies Act. The word ""State"" is defined in the General Clauses Act I of 1897 as follows:

State shall mean a Part A State, a Part B State, or a Part G State.

After the enactment of the States Reorganisation Act and the amendments consequently made in the Constitution, the definition of a ""State"" in

the General Clauses Act would have to be read as including States and territories of the Indian Union. The territory of India, under Article 1(3) of

the Constitution, comprises the territories of the States, the Union territories specified in the First Schedule, and such other territories as may be

acquired. No territory can be said to be acquired by the Indian Union until the Indian Union acquires sovereignty over such territory. The Registrar

of Companies states in the affidavit filed by him that "" Pondicherry has not yet been merged de jure into India."" That proposition is not disputed by

the learned Counsel for the petitioner. Pondicherry is therefore not yet territory which has been acquired by the Indian Union. The power granted

to a company by Section 17 of the Indian Companies Act to alter the provisions of its memorandum so as to change the place of its registered

office from one State to another does not include a power to alter its registered office from a place in the Indian Union to a place outside the

Union. In this particular case, the petitioner-company''s power u/s 17(r) validly to pass a special resolution altering the place of its registered office

does not include a power to pass a resolution altering its registered office from Madras to Pondicherry. This Court cannot therefore sanction the

alteration.

The petition is dismissed with costs.