TMI Blog1963 (5) TMI 31X X X X Extracts X X X X X X X X Extracts X X X X ..... ent submitted by the Registrar of Companies and there is no other opposition whatever to the petition. The facts as given in the petition and as amplified in the counter-affidavit of Bhagat Jaswant Singh, a director of the company, in reply to the affidavit of the Registrar of Companies are not really in dispute and are as follows. The company was registered in the year 1931 as a company limited by its shares. Its issued capital is divided into 50,000 ordinary (equity) shares of Rs. 10 each. A printed copy of the memorandum and articles of association (annexure "B") has been put on the record and the objects for which the company was formed are set out in clause III in the memorandum of association' and the sub-clauses are reproduced in extenso in paragraph 4 of the petition. In sub-clause ( i ) it is stated that one of the objects was to carry on the business of an electric light and power company in all its branches and the business of electrical engineers, electricians, engineers, constructors manufacturers, etc., and to generate, accumulate, distribute and supply electricity for the purposes of light, heat, motive power, etc. In sub-clause (2)( a ) the object as stated was to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d to be of any utility and for properly utilising them and for augmenting its income, the company started a cold storage plant. This business was started with effect from the 1st of April, 1956, after passing a resolution on 30th of November, 1995, a copy of which was filed in the office of the Registrar of Companies by the company's office letter No. 2975/55 dated the 3rd of December, 1955 (copy annexure "G"). The Registrar of Companies in his reply dated the 14th of December, 1955 (copy annexure "H"), asked the company to supply him with a copy of the memorandum of association in order to enable him to see if the work contemplated by the company was within its objects as provided in the memorandum of association. The company in its letter dated the 14th of January, 1956 (copy annexure "I") informed the Registrar of Companies, inter alia , as follows: "Clause 3 provides that the company can undertake any work which is calculated directly or indirectly to enhance the value of or render profitable any of the company's property. The huge power house building with big tanks and water works system have been rendered surplus on buying power from hydro project. If this property is n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f cold storage it is convenient to have farms with the company and grow crops and establish orchards. Allied with this business is the business of growing potatoes and fruits as well as their preservation. The business stated in sub-clause (25) is merely a clarification and amplification of the objects taken in sub-clause (3). It is stated that the company had obtained an import licence for the import of machinery for the manufacture of shoe-eyelets and other pressed materials and articles as also an essentiality certificate for the manufacture of motor and bicycle steel chains. These contentions are supported by the copies, annexures "T" and "U". So far as the business of financing on hire-purchase basis started in 1956 is concerned, it is said that it is already included in the existing sub-clause (14) and merely a clarification thereof. With regard to sub-clause (27) it is said that the manufacture of cardboards, packages, will assist in the packing and despatch of various food articles. Finally, with regard to the business of rice-husking and rice-shelling it is stated that the cold storage generally works up to the end of October and the surplus period will then be used for ri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 521, it was pointed out that the statement of the company's objects in the memorandum of association is to serve a double purpose. In the first place, it gives protection to subscribers, who learn from it the purposes to which their money can be applied. In the second place, it gives protection to persons who deal with the company, and who can infer from it the extent of the company's powers. It was further observed that the modern memorandum of association with its multifarious list of objects and powers specified as objects is designed to prevent any specified object being read as ancillary to some other object. It is not, therefore, correct to say, as was urged by Mr. Vijayaraghavan, that sub-clauses (3) to (22) in clause III of the memorandum of association should be altogether ignored. In view of the correspondence with the Registrar of Companies, Punjab, when the resolution dated the 30th of November, 1955, for establishing the cold storage was forwarded to his office for record, it may fairly be inferred that at that time the Registrar of Companies saw no inconsistency between the objects as contained in the memorandum of association and the establishment of the cold storage ..... X X X X Extracts X X X X X X X X Extracts X X X X
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