Registered office transfer objections are confined to specific State interests; later takeover law cannot unsettle an earlier resolution.

Under section 17 of the Companies Act, 1956, opposition to shifting a registered office is limited to persons whose interests are affected and to creditors needing protection, so a State may object only to protect its own specific pecuniary or proprietary interests. The Court held that broad regional or economic objections were not sufficient, and the shareholders' special resolution was bona fide despite the passage of time. It also held that section 18E(1)(b) of the Industries (Development and Regulation) Act, 1951 operated prospectively and could not invalidate an earlier resolution, while section 13(1)(e) barred shifting the industrial undertaking itself, not merely the registered office. The alteration was confirmed subject to securing sales tax dues by bank guarantee.

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Issues: Whether the alteration of the memorandum to shift the registered office from one State to another should be confirmed, and whether the State could oppose the petition on the grounds of stale resolution, general economic impact, the takeover order under the Industries (Development and Regulation) Act, 1951, or the prohibition on shifting an industrial undertaking.

Analysis: Under section 17 of the Companies Act, 1956, objection to a petition for shifting the registered office is confined to persons whose interests are affected and to creditors whose claims require protection. A State served with notice may object only to protect its specific pecuniary or proprietary interests and not on broad regional or economic considerations. The shareholders had passed the special resolution for bona fide business reasons, including the location of the mills and the loan condition imposed by the financial corporation, and the mere lapse of time did not make the resolution stale. Section 18E(1)(b) of the Industries (Development and Regulation) Act, 1951, was held to operate prospectively and could not invalidate a resolution passed before the takeover. Section 13(1)(e) of that Act barred shifting the industrial undertaking itself, not merely the registered office.

Conclusion: The State's substantive objections failed, and the alteration was confirmed, subject to securing the State's sales tax dues by bank guarantee.

Ratio Decidendi: In a petition under section 17 of the Companies Act, 1956, a State may oppose transfer of a company's registered office only on the basis of its own specific creditor or proprietary interest, and a later takeover under the Industries (Development and Regulation) Act, 1951 cannot retrospectively invalidate an earlier shareholder resolution absent clear statutory language.

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