Registered office transfer outside India was beyond the adapted Companies Act and could not be confirmed.

The Indian Companies Act, as adapted after partition, did not authorise alteration of a company's registered office from a province within the Dominion of India to Karachi in Pakistan. The word "province" in section 12(1) had to be read in light of the General Clauses Act, the Constitution Act and the India (Adaptation of Existing Indian Laws) Order, 1947, so that it referred only to provinces within India. Read together, these provisions meant the Act no longer extended to Pakistan, and a transfer of the registered office outside the Dominion fell outside the statutory scheme. The Court therefore had no jurisdiction to confirm the special resolution.

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Issues: Whether the Court had jurisdiction under section 12(2) of the Indian Companies Act to confirm a special resolution transferring the registered office of a company from Nagpur in the Dominion of India to Karachi in Pakistan after partition.

Analysis: The statutory scheme confines a company's registered office and any alteration of it to provinces within the Dominion of India. The word "province" in section 12(1) must be read with the General Clauses Act and the Constitution Act as adapted after partition, so that it refers only to provinces within the Dominion of India. Section 4(1) of the India (Adaptation of Existing Indian Laws) Order of 1947 also requires existing Indian laws to be adapted so as to exclude territories not forming part of the Dominion of India. Reading these provisions together, the Indian Companies Act no longer extends to Pakistan, and a transfer of the registered office from a province in India to Karachi is outside the Act. The Court also noted practical inconsistencies that would arise in winding-up and other proceedings if such a transfer were allowed.

Conclusion: The Court held that it had no jurisdiction to confirm the resolution and the application was not maintainable.

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