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2017 (4) TMI 730 - Tri - Companies LawChanging and/or shifting the registered Office - alteration of Clause II of the Memorandum of Association for shifting its registered Office from the State of West Bengal to the State of Uttar Pradesh as approved by the members by special resolution passed in accordance with Section 114 of the Companies Act, 2013 at its Extraordinary general meeting - Held that:- The purported Extraordinary general meeting showing to be held on 17-02- 2015 and the resolution, if any, passed therein, was not as per the provisions of law. The applicants/respondents 1, 2 and 3 submitted that notice of extraordinary general meeting has been duly served to the petitioner and respondent No. 4 but they failed to show or prove the service of notice upon the petitioner and/or upon the respondent No. 4 and/or upon any other members/shareholders as required under Rule 30 of the Companies (Incorporation) Rules, 2014. Further, the Memorandum and the Articles of Association (Annexure P1 of the Company Petition) shows the Registered Office at 55, Bhupen Bose Avenue, Kolkata, but in the order dated 11th February, 2015 passed by the Regional Director reflect the address as 65, Dilkhusa Street, Kolkata. How and when it is shifted from 55, Bhupen Bose Avenue, Kolkata to 65, Dilkhusa Street, Kolkata is also not explained. More so, when the Memorandum and the Articles of Association show the address of the Company as 55, Bhupen Bose Avenue, Kolkata. How the Regional Director allowed/approved the application of the applicants/Respondents 1,2 and 3 showing the address as 65, Dilkhusa Street, Kolkata, without alteration of the Memorandum and Articles of Association as required under Section 12(4) & 13 of the Companies Act, 2013? - Held that:- It is a settled principle of law that the conduct of the parties is a very relevant factor to be considered in the equitable proceeding. The person/party seeking equitable relief, must come with clean hand and good conduct failing which it constitutes a gross abuse of the process of law and equally, he who seeks equity, must do equity and he who does equity, must come with clean hand. As discussed find that the equity is in favour of the petitioner. Rather, it is the conduct of the applicant/respondent 1, Company and the applicants/respondents 2 and 3, as detailed above, which has been prejudicial to the interest of the petitioners/non-applicants and it would be highly unjust to allow the prayers sought by the applicants/respondents 1, 2 and 3 to transfer the Company petition to Safedabad (UP). The relief as prayed by the applicants/respondents 1, 2 and 3, if granted, would be highly oppressive to the petitioner/non-applicant as the applicants/respondents 1, 2 and 3 have acted in the manner not only prejudicial to the interest of the petitioner/non-applicant but also acted in violation of the established principles/procedures of law while shifting the registered office of the respondent No. l, Company from the local jurisdiction to other and thereafter, from State of West Bengal to the State of Uttar Pradesh.
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