TMI Blog1974 (6) TMI 48X X X X Extracts X X X X X X X X Extracts X X X X ..... riginal company was changed to "New Asarwa Manufacturing Company Ltd". 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. 35,00,000 divided int0 3 164 ordinary shares of Rs. 1,000 each, 2,240 4 % redeemable cumulative' 1st preference shares of Rs. 100 each, 560 second 4 % redeemable cumulative 2nd preference shares of Rs. 100 each and 560 4 % redeemable cumulative 3rd preference shares of Rs. 100 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 a one-object company as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ds in Ahmedabad or at any other place and to do all work incidental thereto. DTo amalgamate with any other company if deemed proper by the company to do so". The petitioner-company commenced its business and continued the same till 1972 in which year, the petitioner-company sold its undertaking on April 29, 1972, for a sum of Rs. 40 lakhs 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 shareholders 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 pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pur 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 inc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 ancilliary objects have been enumerated in sub-paras. (47) to (56) and (60) to (72) and (78) to (83), (86), (88) and (89). ****** The second ground of objection of the Registrar is 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 patitiorer-company. It is no doubt true that the main business act ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... scheduled 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 shareholders is perfectly justified. The petitioner-company intends to acquire as a going concern the business of cinema exhibition of M/s. Echem Investment Private Ltd. 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 should be granted or not, the court should not reject an application ex facie mere ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny. The other objects which have been classified by the petitioner-company in paragraph B of 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 the 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 the 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 busin ..... X X X X Extracts X X X X X X X X Extracts X X X X
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