Alteration of objects clause approved as addition of cotton constitutes a conveniently combinable and efficiency-enhancing amendment.

Alteration of the memorandum to add cotton was evaluated under principles permitting amendments that enable more economical or efficient conduct of business and additions conveniently or advantageously combinable with existing activities; the court found the proposed addition to be a step in aid to the company's clearing and trading functions (given restrictions on other commodities) and dismissed procedural objections where statutory remedies were adequate, resulting in confirmation of the special resolution authorising the amendment.

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Issues: Whether the alteration of the memorandum of association by special resolution to add "cotton" to the objects clause of the petitioner-company may be confirmed under section 17(1)(a) and (d) of the Companies Act, 1956.

Analysis: The amendment was assessed against section 17(1)(a) permitting changes required to carry on business more economically or efficiently and section 17(1)(d) permitting addition of business which may conveniently or advantageously be combined with existing business. Precedent establishes that the business of the company must remain substantially the same and that additions are permissible if they are steps-in-aid to improve efficiency or are conveniently or advantageously combinable under existing circumstances. Consideration was given to the company's role as a clearing house for trading in specified commodities and to the practical need to include cotton because forward trading in certain previous commodities had been banned. Procedural objections about notice and membership were addressed by reference to the company's register and separate proceedings concerning alleged forfeiture of shares; the statutory remedy under section 155 was held adequate and not a ground to stay the confirmation petition.

Conclusion: The alteration of the memorandum of association by the special resolution of December 18, 1971, adding "cotton" to the objects clause is confirmed and the petition is allowed in favour of the petitioner.

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