Page 227 - DMGT407Corporate and Business Laws

Corporate and Business Laws

Notes the jurisdiction of another registrar, within the same state shall also require confirmation
by the regional director. For this purpose, an application is to be made in the prescribed
form and the confirmation shall be communicated within four weeks. Such confirmation
is required to be filed within two months with the registrar who shall register and certify
the same within one month. Such a certificate shall be conclusive evidence of the compliance
of all requirements under the Act.

Did u know? At present, there are more than one registrar in two states. These states are
Maharashtra and Tamilnadu. In Maharashtra, the offices of the registrars are in Pune and
Mumbai. In Tamilnadu, the offices of the registrars are in Chennai and Coimbatore.
4. Change of registered office from one state to another State: Section 17 provides for the
shift of the registered office from one State to another, and such shifting involves alteration
of memorandum. The change of registered office from one locality to another in the same
city or from one city to another in the same State does not involve alteration of
memorandum.

The shifting of the registered office from one State to another can be done, by a special
resolution which is required to be confirmed by the Central Government. The Central
Government, before confirming the resolution, will satisfy itself that sufficient notice has
been given to every creditor and all other persons whose interests are likely to be affected
by the alteration, including the registrar and the Government of the State in which the
registered office is situated. Also, the Central Government will give an opportunity to
members and creditors of the company, the Registrar and other persons interested in the
company to be heard. The Central Government may confirm the resolution on such terms
and conditions as it thinks fit.
It was made clear in Zuari Agro Chemicals Ltd. vs. F. S. Wadia and Others (1974) 44 Comp.
Cas. 465 that the Company Law Board (now Central government) will not substitute its
own wisdom or judgement for the collective wisdom or judgement of the company
expressed in special resolution. But the bona fides of the company’s application for change
can be screened.

9.3.3 Loss of Revenues of a State, whether Relevant Consideration

In Orient Paper Mills Ltd. vs. State, AIR (1957) Ori. 232 it was observed that a State whose
interests are affected by the change has a locus standi to oppose shifting of registered office of
a company. Accordingly, the Orissa High Court declined to confirm the change of registered
office from Orissa to West Bengal, inter alia, on the ground that in a Federal Constitution every
State has the right to protect its revenue and, therefore, the interest of the State must be taken
into account.
But in Minerva Mills Ltd. vs. Govt. of Maharashtra (1975) 45 Comp. Cas 1(Bom.), Justice Ray of
the Bombay High Court held that the Company Law Board (now Central government) cannot
refuse confirmation on the ground that the change would cause loss of revenue to a State or
would have adverse effects on the general economy of the State. The question of loss of revenue
to one State would have to be considered in the perspective of total revenues for the Republic of
India and no parochial considerations should be allowed to turn the scale in regard to the change
of registered office from one State to another within India.
Similar view was expressed in Rank Film Distributors of India Ltd. vs. Registrar of Companies,
West Bengal [AIR (1969) Cal. 32]. i.e. that State has no statutory right under s. 17 to oppose the
shifting of the registered office from one State to another.

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