Separate petitions are required for separate special resolutions; an unopposed change of registered office may still be confirmed on its merits.

Section 17 of the Companies Act, 1956 and the Companies (Court) Rules, 1959 required each special resolution to be placed in a separate petition, so a consolidated petition seeking confirmation of two resolutions was procedurally incompetent. Once the petition was confined to the single resolution of 27 October 1972 changing the registered office from Punjab to Delhi, there was no opposition from the Registrar of Companies or the creditor and the shareholders had unanimously approved the change, so the resolution was confirmed and the memorandum of association was directed to be amended accordingly.

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Issues: (i) whether a single petition could competently seek confirmation of two special resolutions passed in different meetings; (ii) whether the special resolution passed on 27 October 1972 changing the registered office from Punjab to Delhi deserved confirmation.

Issue (i): Whether a single petition could competently seek confirmation of two special resolutions passed in different meetings.

Analysis: Section 17 of the Companies Act, 1956, the relevant rule under the Companies (Court) Rules, 1959, and the prescribed form contemplated that each special resolution must be made the subject of a separate petition. A consolidated petition for confirmation of two different resolutions was therefore not in conformity with the procedural scheme.

Conclusion: The consolidated petition was not competent.

Issue (ii): Whether the special resolution passed on 27 October 1972 changing the registered office from Punjab to Delhi deserved confirmation.

Analysis: After the petition was confined to the single resolution, there was no opposition from the Registrar of Companies or the creditor, and the shareholders had unanimously approved the proposed change of registered office.

Conclusion: The resolution was confirmed and the memorandum of association was directed to be amended accordingly.

Final Conclusion: The petition failed in its consolidated form but succeeded after being restricted to the single special resolution relating to the change of registered office.

Ratio Decidendi: Where the statutory procedure contemplates separate petitions for separate special resolutions, a consolidated petition is incompetent; however, an unopposed special resolution duly passed for amendment of the memorandum may be confirmed on its own merits.

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