Company Law Board
In Re: Reckitt Benckiser (India) ... vs Unknown on 7 June, 2004
Equivalent citations: [2004]55SCL437(CLB)
ORDER
S. Balasubramanian, Chairman
1. M/s. Reckitt Benckiser (India) Limited ("the company") has filed this petition under Section 17 of the Companies Act, 1956 ("the Act") for confirmation of the alteration to the situation clause of the Memorandum of Association of the company to facilitate shifting of registered office from the State of West Bengal to the National Capital Territory of Delhi as approved by a Special Resolution passed at the adjourned Annual General Meeting ("AGM") held on 26th April 2003 in accordance with Section 189 of the Act. The petition came up fpr hearing on 19th February 2004 and finally on 22nd April 2004.
2. The petitioner company filed an application in C.A.No. 05(17)/ERB/2004 for exemption from further publication of notice in the news papers to indicate the date of adjourned AGM, is allowed for the reasons stated there in.
3. Shri Ajoy Kumar Roy, Learned Advocate for the Petitioner company initiating his arguments submitted that the company was incorporated under the Indian Companies Act, 1913, on 5th July 1951 under the name and style "Reckitt & Colman of India Limited", as a public company limited by'shares. The Registrar of Companies, West Bengal ("ROC, WB") issued certificate for commencement of business on 26th September 1951. The name of the company was changed to "Reckitt Benckiser (India) Limited" w.e.f. 18th December 2000. The company is engaged in the business of manufacturing and selling fast moving consumer goods. In order to compete and survive in a highly competitive market the company has to advertise its products in the media requiring day-to-day and frequent interaction with the Advertising Agencies, who are located at Gurgaon/Delhi. The company shifted its principal place of business from Kolkata to New Delhi. Most of the key management personnel including the Managing Director are based in and around Delhi. The corporate office of the company is situated at "Enkay Centre", 2nd Floor, Vanijya Nikunj, Udyog Vihar, Phase V, Gurgaon -122 016 within the proximity of Delhi. The entire activities of the company are being handled and substantially conducted from the National Capital Region for the purpose of carrying on of the business more economically and more efficiently. The centralized communication network has also contributed In reducing costs. The Board meetings are held at the corporate office. It is convenient for the foreign Directors to attend the Board Meetings while they are on their business visit to the corporate office. This saves time and is cost effective; moreso, in the context that five out of six Directors of the Petitioner live outside Kolkata. All Policy decisions and transactions, negotiations with buyers and other activities take place from the corporate office. For better administrative control and convenience, reduction in overall costs and to operate the business of the company more economically, viably and efficiently, the change of registered office from the State of West Bengal to the NCT of Delhi is utmost necessary. No useful purpose will be served by keeping the registered office at Kolkata. The Promoters (Reckitt Benckiser (sic) and its wholly owned subsidiary viz. Lancaster Square Holding sl.) hold 95.05% of the paid up capital of the Petitioner Company. The securities of the Petitioner have already been de-listed from The Calcutta Stock Exchange Association Limited, The Stock Exchange, Mumbai and National Stock Exchange of India Limited. Lancaster Square Holding sl, as directed by the Stock Exchanges, have given an undertaking that they will purchase the shares from the shareholders who are yet to offer their shares under the exit option @ Rs.250/- per equity share of Rs.10/- each fully paid up, which was the rate offered to the shareholders in the open offer in terms of SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997. Hence, no prejudice whatsoever would be caused to the shareholders. The company is regular in filing income tax and sales tax returns. The proposed alteration would not prejudice the rights or interests of employees, shareholders, creditors, other stakeholders and/or any person whomsoever.
4. Shri Roy further submitted that in the AGM held at the registered office ofthe company on 25th April 2003 a poll was demanded for considering, interalia, the special business to alter the Memorandum of Association (MOA)to the change in location of Registered office from the State of WestBengal to the State of Delhi. The said AGM was adjourned to 26th April 2003 for conducting Poll. The Poll was taken on that day and the SpecialResolution was passed according to result of the Poll. The companypublished a general notice of the petition in "The Statesman" an Englishdaily and 'Sambad Pratidin" a Bengali daily, in their issues dated 19th May 2003. Individual notices have also been sent to its creditors upto 31st May 2003.
5. Shri Roy, while concluding his arguments, reiterated that shifting of the registered office to Delhi would be in the best interests of the company, its shareholders and all concerns.
6. When the matter was called up for hearing on 19th February 2004 Shri Roy Learned Advocate reiterated the pleadings and urged this Bench to allow the petition confirming the alteration of Clause 2 of Memorandum of Association the company as resolved the Special Resolution passed at the adjourned AGM on 26th April 2003 which reads as follows:
"RESOLVED THAT subject to confirmation by Central Government or Company Law Board or any other Authority, as the case may be, the Memorandum of Association of the Company be altered so as to change the place of registered office of the Company from 41, Chowringhee Road, Kolkata - 700 071, West Bengal to B-4/10, Asaf Ali Road, New Delhi - 110 002."
7. On a perusal of the said Resolution I found that the Resolution did not indicate the name of the State to which the registered office was to be shifted, even though by an additional affidavit the company had stated that the intention was to shift the registered office from the State of West Bengal to the National Capital Territory of Delhi. I did not find any such mention in the explanatory statement even assuming that the intention of the company was evident from the resolution that the registered office is being shifted from Kolkata to Delhi. Yet, if the Resolution was confirmed, the Memorandum could not be altered to indicate that the registered office of the company would be situated in National Capital Territory of Delhi, as the general body had not given its specific approval in this regard. In other words, the resolution was defective and as such could not be confirmed in its present form. Accordingly, I advised the company to pass a fresh resolution in accordance with law and file the same to enable this Bench to dispose of this petition.
8. In terms of the aforesaid direction of this Bench the Company has issued a fresh Notice dated 5th March 2004 to its shareholders convening Extra Ordinary General Meeting on 29th March 2004 at Enkay Centre, 5th Floor, Vanijya Nikunj, Udyog Vihar, Phase - V, Gurgaon - 122 016, Haryana, whereat the following Special Resolution was passed by all the members attending the meeting and none of the members voted against the resolution.
"RESOLVED THAT subject to the confirmation of the Central Government or Company Law Board, as the case may be, the Registered Office of the Company be shifted from the State of West Bengal to the National Capital Territory Region of Delhi and that Clause 2 of the Memorandum of Association of Company be altered by incorporating the words "National Capital Territory Region of Delhi" in substitution of and while deleting the words "State of West Bengal".
9. The above Special Resolution has been filed with the Registrar of Companies, West Bengal ("ROC,WB") in Form No. 23, on 31st March 2004. The company has filed on 6th April 2004 an affidavit dated 1st April 2004, with a copy to ROC.WB, seeking confirmation of the proposed alteration of Clause 2 of the Memorandum of Association as approved by the shareholders at the EOGM held on 29th March 2004, to enable the company to shift its registered office from the State of West Bengal to the National Capital Territory Region of Delhi. The company has also filed along with the said affidavit, copies of notice convening EOGM on 29th March 2004, Special Resolution, Minutes of the proceedings of EOGM, Form No. 23 as also proof of filing.
10. The company's proposal to shift the registered office from the State of West Bengal to National Capital Territory Region of Delhi has evoked some objections from the following persons have been "carefully considered together with replies of the company thereto as under:
a. Objection by Andhra Sugar Limited, Tamuku (A.P.).
Andhra Sugar Limited, being a supplier Creditor of the company, had initially filed objection to company's proposal mainly on the grounds of non payment of certain dues payable by the company and also non-furnishing of certain documents and declaration in Form - H under CST Act etc by the company. Later on, the said objector withdrew its objection.
b. Objection by Gujarat Paraffins Pvt. Ltd. Kolkata (N.G) and M/s. N N Singh, Kolkata.
Gujrat Paraffins Pvt Ltd and M/s. N N Singh being creditors have opposed on the ground of non-payment of certain dues payable by the company before shifting its registered office. However, none of the creditors has attended the hearing in spite notices issued to them.
Reply by the Company.
The company shall pay off the dues of the said creditors if they are law fully payable to them.
c. Objection by Shri Ashim Sinha, Kolkata.
Shri Ashim Sinha who claims to be a wrongfully dismissed employee of the company, has averred that : Ld. Eight Industrial Tribunal by an award dated 18th July 2000 directed the company to reinstate the objector with back wages and subsistence allowance against which the company filed a Writ Petition being W.P. No. 3381(w) of 2001 before Hon'ble High Court at Calcutta in which the objector has made an application under Section 17(B) of the Industrial Dispute Act, 1947 for payment of subsistence allowance. The Hon'ble High Court by an order dated 21st December 2001, directed the company to pay monthly subsistence allowance till the disposal of the writ petition. The company partly complied with the said order but illegally deducted the same amount towards Professional Tax, Provident Fund and ESI. The objector filed an application being CA No. 6190 of 2002, which is pending. The objector apprehends that if the company shifts its registered office, he would not get subsistence allowance regularly and also back wages.
Reply by the Company:
Refuting all the allegations of the objectors, excepting what are matters of the record, the company has submitted that it would strictly abide by the directions of High Court.
d. Objection by Shri Mahesh Kumar Bubna, Kolkata.
According to Shri Bubna (who claims to be a shareholder of the company), the company was incorporated 52 years ago in the State of West Bengal and it has been carrying on the business since then. While it has no single operating units in the Northern part of the country, the company cannot claim to have operated conveniently and economically from New Delhi and the transfer of registered office will lead to serious set back of business in the State of West Bengal and the eastern region will loose all its revenue and loss of employment opportunities in this State. The minority shareholders off loaded their shareholdings to the promoters under fear that the shares of the company would be de-listed from all the stock exchanges and would face difficulty in near future in selling their shareholdings. The explanatory statement did not properly explain the past performance of the company and as to how the company will be benefited in shifting its registered office to New Delhi. The objector also raised certain questions about the internal management of the company and also the process of taking poll on ballot for the resolution Nos. 5 & 6 of the agenda of AGM. The objector being a shareholder of the Company was present at the AGM and put various queries, which were not properly replied by the management of the company. Hence, the petition for shifting of registered office of the company should be rejected by the Company Law Board.
Reply by the Company.
Refuting all the contentions and allegations of the objector, the company has stated that : it has been carrying on its operation across the country which is not confined to the eastern part of the country. It is also stated that the promoters voluntarily offered to the share holders to purchase the shares by making open offer in terms of SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997 and as such, there was no fear among the shareholders, the proceedings of AGM were held in accordance with law and the shareholders were given all the clarification and information on Accounts and related maters to their satisfaction. The company has questioned the objector's locus standi and/or right to interfere with the functioning of scrutinizers who have been appointed by the Chairman of the meeting from the general resident public shareholders. Moreover, the objector at the time of taking Poll held on 26th April 2003, had voted in favour of the Special Resolution. The objector has no locus standi to thwart and stall the corporate decision to shift the registered office of the company from West Bengal to Delhi which will enable efficient working economy in operation and better utiliszation of the resources of the company and will also help the company to explore avenues for the better prospect.
e. Further objection by Shri Mahesh Kr. Bubna in regard to fresh Special Resolution passed on 29th March 2004.
In the affidavit dated 20th April 2004 Shri Bubna has sought for cancellation of the proceedings of Extra - Ordinary General Meeting held on 29th March 2004 at Gurgaon and also direction upon the company to pass a fresh resolution at the next AGM mainly for the reasons that earlier defective Special Resolution was passed at the adjourned AGM on 26th April 2003 in Kolkata (West Bengal) and as such, the company should have convened the meeting at Kolkata where the registered office is located instead of Gurgaon, for passing the fresh resolution. The company intentionally fixed the general meeting at Gurgaon because the shareholders who were present in the last AGM could not be able to attend the general meeting at Gurgaon. The fresh Special Resolution that was passed on 29th March 2004, is also defective because it must be in two parts - first part should indicate the address of the company from where it is sought to be transferred to and the second part should mention about the proposed alteration of Clause 2 of Memorandum of Association. Moreover, the special resolution should have been passed at the next AGM at Kolkata as was passed earlier at the previous AGM. The notice convening the EOGM for passing fresh special resolution did not mention about the object of change of registered office. Furthermore, the special resolution was required to be passed in terms of the Companies (passing of Resolution by Postal Ballot) Rules, 2001.
Company's reply to further objection of Mr Bubna.
Although, no written reply has been filed by the company, Shri Roy, Learned, Advocate appearing for the company in course of hearing, has refuted all the contentions of the objector and has maintained that shifting of registered office of the company to NCT of Delhi is the corporate decision backed by the collective wisdom and mandate of the shareholders of the company subject to confirmation by the CLB. The fresh Special Resolution readopting the same alteration of Clause 2 of Memorandum of Association of the company, has been passed by the members present at the EOGM which was duly convened and held in accordance with law. There was no statutory restriction that it should have been passed at the next AGM. EOGM can be held any where other than the registered office. There was no restriction stipulated in the Company (Passing of Resolution by Postal Ballot) Rules, 2001 for passing the Special Resolution for alteration of situation Clause of Memorandum of Association from one State to another State. Moreover, the said Rules are applicable to the listed companies only. The petitioner company is at present is a de-listed company. The fresh special resolution has been passed with statutory majority and the same has been duly filed with ROC,WB in Form No. 23 on 31st March 2004. No new grounds have been taken for passing the fresh special resolution other than those already narrated in the explanatory statement annexed to the earlier notice convening the AGM when the objector was present at the said AGM and voted in favour of the Special Resolution. All the legal formalities have been duly followed in passing the special resolution for alteration of Clause 2 of Memorandum of Association of the company.
11. Section 17 provides that a company may, by a special resolution, alter the provisions of its Memorandum so as to change the place of its registered office from one state to another to enable it -
(a) to carry on its business more economically or more efficiently;
(b) to attain its main purpose by new or improved means;
(c) to enlarge or change the local area of its operations;
(d) to carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the Company;
(e) to restrict or abandon any of the objects specified in the memorandum;
(f) to sell or dispose of the whole, or any part, of the undertaking, or of any of the undertakings, of the Company; or
(g) to amalgamate with any other company or body of persons.
12. The CLB shall ensure -
(a) that sufficient notice has been given to every holder of the debentures of the Company, and to every other persons or class of persons, whose interest will be affected by the alteration; and
(b) that with respect to every creditor who is entitled to object to the alteration and who signifies his objection, either his consent to the alteration has been obtained or his debt or claim has been discharged or determined, or duly secured.
(c) The CLB shall cause notice of the petition for confirmation of the alteration to be served on the Registrar of Companies, who shall also be given a reasonable opportunity of being heard with respect to the confirmation of the alteration.
13. Regulation 36 of the CLB Regulations provides, inter alia, that the Company shall-
(i) publish a general notice in daily newspapers In the prescribed manner;
(ii) serve, by certificate of posting, individual notice to each debenture holder and creditor of the Company;
(iii) serve a copy of the petition on the Chief Secretary to the Government of the concerned State by registered post;
(iv) furnish information relating to the number of creditors and the total amount due to them upto the latest practical date preceding the date of filing of the petition together with a list of creditors and debenture holders;
(v) ensure that the Secretary of the Company, and not less than two directors of the Company, one of whom shall be a Managing Director, file an affidavit with regard to correctness of the claims payable by the Company in the prescribed manner; and
(vi) keep a duly authenticated copy of the list of creditors and debenture holders showing their names, addresses and the amounts due thereon at the registered office of the Company.
14. Although a copy of the petition was served on the State Government by the petitioner on 29th July 2003 and notices of hearing were issued by the Bench Office on 6th February 2004 and 15th April 2004 neither any one appeared at the time of hearing nor any objection has so far been filed by them. The company has also filed the prescribed information to the Government of West Bengal as well as Directorate of Industries on 1st October 2003.
15. The CLB, in the present case has to ensure that all the formalities of the Statute enumerated (supra) have been complied with, safeguarding and protecting the interests of concerned parties including the ones before me.
16. A perusal of the materials on record shows that an Annual General Meeting of the Company was held at Kolkata on 26th April 2003 for obtaining approval of shareholders to shift the registered office of the Company to the N.C.T of Delhi. The notice dated 28th March 2003 of the said Annual General Meeting together with the explanatory note was circulated to the shareholders of the company in accordance with the provisions of Section 171 and 173(2) of the Act. A Special Resolution being item No. 6 in the notice dated 28th March 2003 convening 51st AGM was placed for members' approval when poll was demanded on the said resolution. A poll was taken on the said resolution next day i.e. 26th April 2003, at the adjourned AGM which was adopted by the members attended the meeting according to result of the poll. The minutes of the adjourned Annual General Meeting indicates that the shareholders present in the meeting unanimously passed the special resolution approving the alteration to the situation Clause 2 of the Memorandum of Association of the Company for shifting the registered office from West Bengal to N.C.T of Delhi. The Company has filed Form No. 23 before the Registrar of Companies in accordance with Section 192. The Registrar of Companies, W.B, has confirmed that the special resolution passed on 26th April 2003 has been filed with his office and it has been taken on record on. The said resolution was found defective as explained in the order dated 19th February 2004. The company again passed a Special Resolution at the EOGM of members of the company held at Gurgaon on 291'1 March 2004. The said resolution was passed by the members attending the meeting with statutory majority and Form No. 23 has been filed with ROC.WB on 31st March 2004. The notice dated 5th March 2004 of the said EOGM was also circulated to the shareholders of the company, along with Explanatory Statement as required under the Companies Act, 1956. All general meetings except the annual general meetings of a Company are extraordinary general meetings, which are not necessarily required to be held only at the registered office of a Company, as has been held in Bharat Commerce and Industries Ltd v. Registrar of Companies, West Bengal Vol.43 (1973) Company Cases 275. Therefore, the extraordinary general meeting of the company, in the present case, need not have been held only at the registered office and on the said ground the meeting was not bad nor the resolution passed at the said meeting could or can be said to be bad or void.
17. There is no doubt that the Company can carry on its business moreeconomically and attain its main purpose as envisaged in Section 17 (1)(a) and (b) of the Act. It shall be borne in view that none of the objectors atany point of time contended that the petition does not meet any of therequirements enumerated in Clauses (a) to (g) of Sub-Section (1) ofSection 17 of the Act.
18.Clause (a) of Sub-Section (3) of Section 17 requires notice to every person or class of persons whose interests, will In the opinion of the CLB, be affected by the alteration. The expressions "every person" or "class of persons" in this clause are very general and are applicable not only to creditors or debenture holders of Company but also to every person whose interests may be affected. The company has published general notice of the petition in (a) "The Statesman" dated 19th May 2003 and (b) "Sambad Pratidin" (Bengali) dated-19th March 2003, inviting objections from any person whose interest is likely to be affected by the proposed alteration together with the nature of their interest and grounds of opposition to the petition.(emphasis supplied). The public notice caused by the Company amounts to sufficient notice to "every other persons or class of persons" within the mischief of Section 17 (3)(a).
19. The Registrar of Companies, who has been given a reasonable opportunity under Sub-Section (4) of Section - 17 has not opposed the proposal of the Company to shift the registered office from the State of West Bengal to the N.C.T. of Delhi.
20. In regard to the requirements of Regulation 36 of the CLB Regulations, 1991, it is not in dispute that the company has not complied with Regulation 36(1), (2), (5), (6) and (7) of the CLB Regulations 1991 as well as the formalities prescribed under Section 17 of the Companies Act, 1956.
21. Having construed the relevant statutory provisions; ensured compliance with the formalities of the Statute by the company and considered the specific contentions that were advanced before me on behalf of the objectors together with replies on behalf of the Company, I shall now proceed to give my findings on the contentions of the objectors.
22. As regards the objections from two creditors regarding non payment of their dues, the company undertakes that it shall pay off and settle their dues if they are lawfully payable to them in the normal course of business. if this requirement is met, they do not have any objection for shifting of registered office from West Bengal to Delhi.
23. Objection of dismissed employee of the Petitioner Company on the ground of pending court cases cannot be said to be a valid ground against shifting of registered office of the company. Further, the shifting of registered office of the petitioner company is not in any way going to adversely affect the proceedings of court cases, Facility for litigation cannot also be a ground for stalling the shifting of registered 'office of a company. It is an admitted position that there is no restraint order from the Hon'ble High Court or any other court at Calcutta against the proposed shifting of the registered office of the petitioner company. Neither this Bench has been restrained by any order of the Court from proceeding with the petition under Section 17 of the Act., nor anything stands in the way of passing an order by this Bench on the said petition. Since the company, through its authorized representative has given an undertaking that the company shall abide by the results of Court cases, as referred to by the objector, the apprehension expressed by the objector no longer survives.
24. It is an admitted position that the objecting shareholder of the Petitioner company attended the AGM and voted in favour of alteration of situation clause of Memorandum of Association of the company, but his objections rest mainly on the grounds of not passing the fresh Special Resolution at the next AGM at Kolkata through Postal Ballot do not hold much water. It is also an admitted position that the Special Resolution was duly passed at the adjourned AGM on 26th April 2003 according to results of poll and thereafter fresh Special Resolution was passed at EOGM at Gurgaon on 29th March 2004, readopting the same resolution for alteration of Clause 2 of Memorandum of Association after correcting the defects as pointed out by this Bench. Moreover, the holding of EOGM by the company other than the registered office is not prohibited under the Companies Act, 1956. Section 166(2) speaks off the holding of AGM either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated. Moreso, the petitioner company Is a de-listed company and the Company (passing of resolution by postal ballot) Rules, 2001 are applicable to the listed companies only. The fact does remain that the objecting shareholder holds a miniscule proportion of the total share capital of the petitioner company and that he had voted at the meeting in favour of alteration of Clause 2 of the memorandum of association to facilitate the shifting of registered office from the State of West Bengal to National Capital Territory of Delhi. Therefore, his objection is overruled.
25. While considering the petition for confirming a resolution of alteration of memorandum of association of the Company for shifting the registered office, I have seen whether the formalities of the Statute have been complied with; looked to the interests of shareholders, creditors, employees and considered objections, taken by such objectors and other persons affected by the shifting of the registered office. It is rather pertinent to observe that none of the shareholders of the Company excepting one (Shri M Bubna) has objected to the shifting of registered office from the State of West Bengal to the N.C.T. of Delhi. The CLB is neither concerned to consider the wisdom or desirability of the proposed alteration nor to substitute its own wisdom or judgment in the place of the collective wisdom or judgment of the shareholders expressed in the impugned special resolution. These matters must be left to the domestic decision of the shareholders. The Company is the best judge of how to run its business or where to situate the registered office. I drive support for these propositions from the following decisions :
* Parikh Engg. & Body Building Co. Ltd. - (1975) 45 Company Cases157 (Patna) - to state that "where the Company finds it will be moreeconomical and convenient if the Company's registered office besituated in a particular city and good reasons have been assigned forthis decision, it is the Company which is the best judge of how to runits business."
* Minerva Mills Ltd. v._Govt. of Maharashtra - (1975) 45 Company Cases 1 (Bombay) - to state that "the shareholders are the best judges of what is good for the Company and the State cannot assume to itself the role of a guardian of their interests, or interfere in the management of the business of the Company which is a matter entirely for the Company itself."
* Mackinon Mackanzie & Co. Pvt. Ltd. - (1967) 37 Company Cases 516 (Cal) - to state that "in applying Section 17 of the Companies Act, what the Court has to see whether all the formalities of the Statute have been complied with, and if the safeguards and protection envisaged in the Section have been complied with, the Court will look to the interests of absent shareholders and creditors and consider the objections of the Registrar and decide the matter."
* Dalmia Cement (Bharat) Ltd. - AIR 1965 Madras 76 - to state that "whether a company can carry on its business more economically or more, efficiently is a matter for the judgment of the directors. They alone ore best fitted by reason of their experience in the particular business to decide whether the business can be carried on more economically or more efficiently by adding fresh objects. The Court, of course, on given facts may apply its mind and see whether the directors may reasonably and fairly form that opinion. If the directors consider that under the existing circumstances, it will be convenient and advantageous to combine the new objects with the existing objects, and if it appears that the conclusion may be fairly arrived at, the High court will not go behind It and hold an Inquiry as to whether the opinion of the directors is well founded or is justified. In the very nature of things, such an inquiry will not be possible for the High court to undertake."
* Bharat Commerce & Industries Ltd. v. Registrar of Companies, West Bengal - Vol.43 (1973) Company Cases 275 (Cal) - to state that "the loss of revenue to or of employment to the citizens of, a State are not relevant factors for consideration in an application for sanction to alter the Memorandum of a company by removing its registered office from one State to another."
* Rank Film Distributors of India Ltd. v. Registrar of Companies -(1968) 38 Company Cases 487 (Cal) - to state that "the transfer of a registered office by itself does not affect or appreciably affect, the scope of employment of the people of the State. ..........It is, therefore, useless to refuse to confirm the alteration on the grounds of loss of prospect of employment in the State. In any event, taking a broader prospective, the loss of employment in one State will be balanced by employment in another. After all, the country is one and indivisible."
26. Considering all facts and circumstances of the case, including the specific contentions of various objectors and the legal position explained here in above, the alteration in the Memorandum of Association of the Company, as approved by the special resolution passed at the Extra Ordinary General Meeting held on 29th March 2004, (which Special Resolution is set forth in the Schedule hereto) be and the same is hereby confirmed subject to the following condition:
"that the interests of none of the employees of the Company at its registered office shall be prejudiced by way of retrenchment or otherwise."
SCHEDULE Resolved that Clause 2 of the Memorandum of Association of the company be altered by incorporating the words "National Capital Territory Region of Delhi" in substitution of and while deleting the words "State of West Bengal"
The Company shall file a certified copy of this order with the concerned Registrars of Companies within the prescribed time limit.