P L D 1966 Dacca 204 (PLP)

SIDDIKY, J.‑This is an appeal against a judgment of A. S. Chowdhury, J. passed in Company Matter No. 9 of 1964 allowing certain amendments in the Memorandum of Association of the respondent‑company. Short facts necessary for disposal of this appeal are as follows:‑The respondent was established as a joint stock company by guarantee incorporated under the Companies Act, 1913, on the 2nd of August 1949. The objects of the said Company were to promote and protect trade, commerce and manufactures of East Pakistan and similar other objects which are commensu rate with the workings of a Chamber of Commerce. The company was a successor of the Chittagong Chamber of Commerce established in Chittagong in 1906 which was affiliated to the Bengal Chamber of Commerce, Calcutta. After partition in 1947, the Company registered itself with the Registrar of Joint Stock Companies, East Bengal and obtained a licence under section 26 of the Companies Act. By a resolution of the Ministry of Commerce, Government of Pakistan, dated 18‑11‑58, the Government laid down the policy that it would recognise only one Chamber of Commerce in each city or town in Pakistan. In Chittagong where the company had its Head Office, there were more than one Chamber of Commerce in existence on the date of the promulgation of the aforesaid policy of the Government of Pakistan. After this policy of the Government was declared, efforts were made to bring about an amalgamation of the various Chambers of Commerce in Chittagong but none materialised. In 1961 the President of Pakistan promulgated Ordinance No. XLV of 1961 (Trade Organization Ordinance, 1961) by which statutory control over the Chambers of Commerce in Pakistan was taken over and it was laid down in the said Ordinance, amongst other things, that all licences granted to trade organizations under section 26 of the Companies Act before the commencement of the Ordinance shall be deemed to be licences granted under section 3(1) of the said Ordinance, and all other licences granted' under section 26, before such commencement, shall stand revoked, subject, however, to the power of the Central Govern ment to grant exemption by notification. From time to time exemption was granted to the respondent‑company under section' 3(6) of the Ordinance and ultimately the last date for such exemption was fixed to be the 30th of April 1964. In the meantime not being able to come to terms with other Chamber of Commerce existing in Chittagong for amalgamation and also not being able to exist as a Chamber of Commerce, in view of the fact that the Government did not want to recognise more than two Chambers of Commerce in Chittagong, one for the nationals of Pakistan and the other for foreign business men, the Company by a special resolution passed on 25‑5‑63 amended some of the objects of the company and also changed the name of it and bad the said resolution confirmed by this Court on 28‑6‑

63. The amended objects were as follows :‑

"(i) To impart education and instruction in all branches of commerce and industry. (ii) To give instructions in modern principles of management of industrial and commercial concerns. (iii) To run correspondence courses in all branches of commercial and industrial management and techniques. (iv) To carry out enquiries and publish reports on the development and progress of commerce and industry of Pakistan in general and Chittagong in particular. (v) To collect and publish statistics and other information relating to trade, commerce and industry. (vi) To promote or oppose legislation and other measures affecting the object of the Company. (iii) To frame codes of practice "'carrying out all commer cial and industrial activities. (viii) To do all such other things as may be conducive to the establishment of just and equitable principles in carrying out commercial and industrial transactions. The Government, however, did not agree to the amendments because it still felt that the company did not completely give up the character of a Chamber of Commerce. This necessitated in calling another meeting of the share‑holders to pass special resolution changing certain of 'he objects of the Company to conform to the directions of the Government or, in other words, to the provisions of Ordinance XLV of 1961, to take the Company completely out of the purview of a Chamber of Commerce. Consequently in a meeting of the share‑holders held on 24‑3‑64 the first eight objects of clause 3 of the Memorandum of Association were deleted and the following seven clauses were substituted: "(i) To impart education and instruction in all branches of learning, art, craft, technology and science. (ii) To give instructions in modern principles of business management. (iii) To run correspondence courses. (iv) To carry out enquiries and consolidate and publish reports on the development and progress in the economic fields of Pakistan in general and of Chittagong in particular. (v) To collect and publish statistics and other informations relating to economic conditions and connected with business and occupational pursuits. (vi) To frame codes of practice for carrying out all kinds of professions, occupations, pursuits and activities. (vii) To do all such other things as may be conducive to the establishment of just and equitable principles in carrying out business transactions." For confirmation of this special resolution, the Company applied to this Court and the matter came up for hearing before A. S. Chowdhury, J. Notices required under the rules were duly published and the matter was fixed for hearing on 27‑4‑

64. On that date the appellant before us, the Chittagong Chamber of Commerce and Industry appeared through Mr. Asrarul Hossain and wanted to contest the confirmation proceeding pending before the Company Judge. It is said by Mr. Hossain who appeared before us in support of the appeal that he wanted some time to put in an affidavit in opposition which time was refused to him by the Court. The learned Judge of this Court has discussed about his refusing to grant time to the appellant in his judgment at page 64 of the Paper Book. The reason given by the learned Judge was that unless by 30‑4‑64 the respondent company obtained confirmation of change of objects and the name of it, in terms of Ordinance XLV of 1961, the Company would be forced to go into liquidation and that there being no chance for the Company to obtain any further extension from the Central Government, it would be unjust to coerce the Company into liquidation only by granting time and adjournment to an objector (the appellant before us). The learned Judge was inclined to grant a day's adjournment but Mr. Asrarul Hossain having not agreed to adjournment for only a day, he was asked to address the Court on that very day as the learned Judge felt that no affidavit in opposition was necessary to consider the grounds of objection raised by Mr. Hossain. Mr. Hossain then was given a full hearing by the learned Judge on points raised by him. After hearing the two sides, the learned Judge allowed the petition of the respondent‑company, approving the amendments in the Memorandum of Association. Hence this appeal preferred by the appellant, The Chittagong Chamber of Commerce and Industry, against the judgment of the learned Company Judge, A. S. Chowdhury, J. Mr. Asrarul Hossain has raised the following points is support of his appeal, namely (1) that the proposed amendments do not come within the purview of section 12 (1) (a) to (g), of the Companies Act ; (2) that a non‑profit earning Company by the amendment has been converted into a profit earning one; and (3) that the procedure of winding up has been changed by the amendments sought to be made. Mr. Hossain, in amplifying his first point that the amend ments do not come within section 12 (1) of the Companies Act, has submitted that none of the changes sought to be made in the object clauses of the Memorandum of Association as quoted above, come within the purview of any of the clauses of subsection (1) of section 12 of the said Act. According to Mr. Hossain, the new object clauses sought to be confirmed by this Court completely change the character of the Company. His sub missions are that a Company cannot make any change in its object clauses unless such change is covered by 'section 12 of ‑the Companies Act. A. S. Chowdhury, J. has held that the object clauses sought to be introduced by way of amendment are covered by clause (e) of subsection (1) of section 12 which is "to restrict or abandon any of the objects specified in he memo randum." In support of this contention, Mr. Hossain has cited before us two decisions of Appeal Court, first of which is (1891), I Chancery

649. In that case it was held that the Memorandum of Association of a Company cannot be altered because the Act of 1890 does not permit such general type of alterations. The object of a particular Company in that case was the investment of its assets in Government Securities only. Later, the share holders by a special resolution wanted to widen the scope of investment of the Company's assets in non‑Governmental securities as well. This was held by the Court to be not permissi ble under the law. In the present case there is no question of the Company continuing to exist with all other objects mentioned in the Memorandum of Association and to modify one or two of its object‑clauses. The company in this case had to bring about a major change in its object‑clauses to conform to the provisions of Law (Ordinance No. XLV of 1961). The aforesaid case (1891) 1 Chancery 649, therefore, in our opinion does not apply to the facts of the present case. The next case cited by Mr. Asrarul Hossain on this point is the decision of the appeal Court in In re: Cyclists' Touring Club ((1907) 1 Chancery 269). In that case what happened is that there was a Company which used to promote tourism on cycle. After having successfully conducted its business for a number of years and with the advent of motor‑cars, the Company wanted to expand its sphere of activity, by providing facilities not only to cyclists but also to motorists. The Company, therefore, passed a resolution to that effect and wanted confirmation of the said change of its object. It was held in that case that the proposed alteration did not come within the clauses of the section of the English Company Law which controls the alterations of object clauses in the Memorandum of Association of the Company. The said case, too, in our opinion, does not apply to the facts of the present case. Clause (e) of subsection (1) of section 12 of the Companies Act; in our view, permits a Company to restrict or abandon any of the objects specified in its Memorandum of Association. A comparison of the object clauses sought to be substituted by the clauses now proposed, will show that there is complete abandonment of the object‑clauses Nos. 1‑8 and wholesale substitution of those by proposed clauses 1‑

7. In reply to the first contention of Mr. Asrarul Hossain, Mr. M. J. Jaffar on behalf of the respondent‑company submitted that the changes sought to be made in the object‑clause of the Memorandum of Association are covered by clauses (a) and (e) of subsection (1) of section 12 of the Companies Act. Mr. Jaffar's submission on the point was to the effect that being forced by circumstances or, in other words, being forced by the new policy of the Government backed up by Ordinance XLV of 1961, his client could not any more continue as a Chamber of Commerce and, therefore, unless the respondent‑company wanted to go into voluntary liquidation, it had to bring about a complete change in the objects of the company and delete some of the clauses of the Memorandum of Association which, according to Mr. Jaffar, is permissible under the law. We have given our anxious consideration to the first point urged on behalf of the appellant and have sought and sought in vain to lay our hands on any provision of law which would stand in the way of the respondent‑company to bring the proposed object‑clauses within the purview of section 12(1), clause (e) of the Companies Act. We, therefore, think that the Company Court did not err in allowing the prayer of the respondent company to delete object‑clauses 1‑‑8 of clause 3 of the Memorandum of Association and substitute those by clauses 1 to

7. The next point urged by Mr. Asrarul Hossain is that the prayer of the respondent‑company to delete clauses 4 and 7 of the Memorandum of Association cannot at all be granted in view of section 10 of the Companies Act. Clauses 4 and 7 of the Memorandum of Association are as follows:‑ "

4. The income and property of the Association when soever derived shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to the persons who at any time are or have been members of the Association or to any of them or to any person claiming through any of them provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Associa tion or to any member thereof or other person in return for any services actually rendered to the Association, or the payment of interest on money borrowed from any member of the Association." "

7. If upon winding up or dissolution of the Association there remains after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association, to be determined by the members of the Associa tion at or before the time of the dissolution and in default thereof by such Court in East Bengal as may have acquired jurisdiction in the matter." Mr. Hossain submits that clauses 4 and 7 as quoted above, are not object‑clauses of the Company but are conditions, which conditions cannot be changed unless permitted by the Companies Act itself under any of its provisions. He has referred us to section 10 of the Companies Act which runs thus: "A company shall not alter the conditions contained in its memorandum except in the cases and in the mode and to the extent for which express provision is made in this Act: Provided that any provision in the memorandum relating to the appointment‑ of a. managing agent and other matters of like nature incidental or subsidiary to the main objects of the Company, shall not be deemed to be such condition." Mr. Hossain further submits that only sections 11, 12, 50, 55 and 153 of the Companies Act speak about changes to be made in the Memorandum of Association and that none of. these sections, specially section 12 which is directly attracted to the facts of the case, permits either deletion or change of clauses 4 and 7 of the Memorandum of Association as done by the respondent‑company. He has in this connection referred us to all the clauses of subsection (1) of section 12 of the Companies Act and, according to him, the deletion of these two clauses, i.e. 4 and 7 do not come under clause (e) of section 12 (1) as, according to Mr. Hossain clauses 4 and 7 of the Memorandum of Association cannot be said to be object clauses at all. Mr. Hossain, in support of this contention, has cited two decisions before us, namely, A I R 1924 Mad. 126 and (1885) 30 Chancery 376 of these two, the case reported in T. R. Yenkataramana Aiyar v. The Coimbatore Mercdntile Bank Ltd. (AIR 1924 Mad.126) seems to be the strongest in support of Mr. Hossain's contention. The facts obtaining in that case were that the Coimbatore Mercantile Bank Ltd. had entered in its Memorandum of Association a clause to the effect that one T. R. was appointed agent, principal Secretary and Director to the Bank and given the powers to enter on the responsibility of the Bank into any agreement or transaction with the registered Banks in certain places and with business and industrial concerns of local traders with a view to Bank's earning commission or profit. The Company by a special resolution altered the said clause by revoking the appointment of the said T. R. and applied to the Court for confirmation of the said resolution under section

12. It was held by a Division Bench of the Madras High Court that the clause was not one relating to the objects of the company alterable under section 12(1) (a) nor one relating to a detail of management but was a clause embodying a very important condition with the meaning of the term in section

10. It was further held in that case that even if the clause could be construed as referring to the objects. The Court had a discretion in confirming it which it ought to exercise, having regard to the interests of various persons concerned and, in the facts and circumstances of that case, the Court refused to confirm the said special resolution of the company. In the case reported in (1885) 30 Chancery 376 the facts were that a Company had by a special resolution altered the priorities and payments of the net revenue as between the preference and ordinary share‑holders. It was held by the Appeal Court, affirming the decision of a Single Judge, that the resolu tion was not valid as it altered the conditions in the Memorandum of Association in contravention of the relevant section of the English Companies Act. It was further held that even if the resolutions were valid being ratified by every member of the company there was no evidence on record to show that every member of the company had ratified the resolutions with full knowledge of what was being done. We are of opinion that the decision reported in A I R 1924 Mad. 126, does not wholly apply to the facts of the present case for the reason that in the said case the clause sought to be deleted by the company related to the interest of a third person, namely, T. R.. Venkataramana Aiyar. That clause, therefore, became a condition which could not, in our opinion, unilaterally be modified or altered by the Company to the detriment of the interest of T. R. Venkataramana Aiyar. But in the present case the deletion or change of clauses 4 and 7 of the Memorandum of Association does not affect a third party of the category of T. R. Venkataramana Aiyar. Similarly the decision in Ashbury v. Watson ((1885) 30 Chancery 376) does not apply to the facts of the present case. In that case what was being done was altering the priorities and payments of the net revenue as between the preference and ordinary share‑holders, which affected a part of the members of the company, and the Court took the view, as we can see, that, apart from the resolu tion being in contravention of the relevant section of the Companies Act which prohibits change of a condition, it could not be said that all the members of the company, even though they had voted for the amendment did so with full knowledge of what was being done, i.e., as to how they themselves would be affected by the said alteration. The payment of net revenue to preference and ordinary share‑holders, as contemplated by the original clause in the Memorandum of Association, was but a condition which gave notice to any one who wanted to participate in the affairs of the company as a member, as to what would be his interest in the company's earnings on his investment in the shares of the company. Having understood that the preference and ordinary shareholders were entitled to the profits in proportion as disclosed in the original clause, they participated in the affairs of the company. That certainly became a condition, as held by the Appeal Court. If the Appeal Court would have stopped saying that the clause could not be allowed to be altered because it offended against the provisions of the Statute the effect of the decision would have been otherwise than what it is after the said Court bad further held that there was no evidence before it to hold that all the members agreed to the amendment with the full knowledge of what they were doing. That clearly goes to show that the Appeal Court exercised its discretion in the best interest of the persons who were interested in the affairs of the company, namely, the shareholders. In the present case none of the shareholders of the company is affected by the deletion of clauses 4 and 7 of the Memorandum of Association. Therefore, there is no scope for us either to infer that any of the members of the company would not agree to the deletion of these two clauses. Mr. Jaffar, the learned Advocate for the respondent‑company, has submitted that clauses 4 and 7 of the Memorandum of Association are conditions for the purpose of section 26 of the Companies Act and, therefore, when the licence under the said section issued in favour of his client was being revoked under Ordinance XLV of 1961 the conditions could be altered and the alterations would not come within the prohibition of section

10. This Mr. Jafar submits because, according to him, these are conditions specially for the purpose of section 26 of the Companies Act. In support of his contention that the modifica tion of the Memorandum of Association by deletion of clauses 4 and 7 is valid, he has cited a decision of the Appeal Court reported in In re: Welsbach Incandescent. Gas Light Company Limited ((1904) 1 Chancery 87). In that case the facts were that the Memorandum of Association of a limited company, besides other things stated that the capital was to be divided into specified numbers of preference, ordinary and deferred shares which were to have specified rights inter se. The Memorandum further provided that the rights for the time attached to the several classes of shares respectively might be modified or dealt with in the manner mentioned in the accompanying articles of Association. It was, therefore, held in that case by the Court of Appeal that inasmuch as the relevant sections of the Companies Act of 1862 did not require the rights of the share‑holders inter se to be stated in the Memorandum of a limited company, the power of modifica tion of those rights was valid. It was further held that the scheme for reduction including alteration of the rights of the share‑holders, was fair and equitable and that the Court ought to confirm the resolution to that effect. This decision therefore, lays down that if the Memorandum qualifies the provisions, as for example, for giving‑ power to alter them, that a power may be exercised by the company. In the present case the respondent‑company was incorporated under section 7 of the Companies Act which is as follows: "

7. In the case of a company limited by guarantee (1) the memorandum shall state (i) the name of the company, with "Limited" as the last word in its name; (ii) the province in which the registered office of the company is to be situate; (iii) the objects of the company (and except in the case of trading corporations the territories to which they extend) ; (iv) that the liability of the members is limited. (v) that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards for payment of the debts and liabilities' of the company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceed ing a specified amount ; (2) if the company has a share capital (i) the memorandum shall also state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount; (ii) no subscriber of the memorandum shall take less than one share; (iii) each subscriber shall write opposite to his name the number of shares he takes." None of the clauses of the above section requires a clause of the nature of clauses 4 and 7 of the Memorandum of Associa tion of the respondent‑company, sought to be deleted, to be incorporated in the said memorandum. Clause 4 specifically is needed to be incorporated in' the Memorandum of a comp any, which wants to be registered as a company limited by guarantee, according to the provisions of section 26 which runs thus: "26. (1) Where it is proved to the satisfaction of (Central Government) that an association capable of being formed as a limited company has been or is about to be formed for promoting commerce, art, science, "religion", charity, or any other useful object, and applies or intends to apply its profits (if any) or other income in promoting its objects and to prohibit the payment of any ‑dividend to its members, the (Central Government) may, by licence under the hand of one of its Secretaries, direct that the association be registered as a company with limited liability without the addition of the word "Limited" to its name, and the association may be regis tered accordingly: (2) A licence by the (Central Government) under this section may be granted on such conditions and subject to such regulation as the (Central Government) thinks fit and those con ditions and regulations shall be binding on the association, and shall, if the Central Government) so directs, be inserted in the memorandum and articles or in one of those documents. (3) The association shall on registration enjoy all the privileges of limited companies and be subject to all their obligations, except those of using the word "Limited" as any part of its name, and of publishing its name and of sending lists of members to the registrar. (4) A licence under this section may at any time be revoked by the (Central Government) and upon revocation the registrar shall enter the word "Limited" at the end‑ of the name of the association upon the Registrar and the association shall cease to enjoy the exemptions and privileges granted by this section: Provided that, before a licence is so revoked, the (Central Government) shall give to the association notice in writing of its intention, and shall afford the association an opportunity of submitting a representation in opposition to the revocation." Subsection (1) of section 26 of the Companies Act clearly states that a company limited by guarantee which is incorporated not for profit as in the present case, may get a licence under section 26 from the Central Government if the company applies or intends to apply its profit, if any, or other income in promoting its objects or to prohibit the payment of any dividend to its members. The benefit derived by the company by the grant of a licence under section 26 is that it has not to write the word "Limited" at the end of its name, although it is a company for all other purposes under the Companies Act, and this benefit the company is deprived of, the moment, the licence tinder section 26. is revoked by the Government. In this connection Mr. Jaffar has cited a decision reported in In re: Rampuria Cotton Mills Ltd. ((1959) Company Cases 85) where it was held that if it is not required under the section in which a company is incorporated to insert a particular clause in its Memorandum of Association, that clause cannot be said to be a condition which cannot be altered by a special resolution. On this point Mr. Jaffar has also cited the case reported in In re: Scientific Poultry Breeders' Association, Limited ((1933).1 Chancery 227). The facts of that case mere that an association formed and registered under the Companies Acts, 1908‑1917, for the promotion of a scientific object, by its memorandum and articles prohibited the payment of any remuneration to' or the division of profits among the members of the Governing body. The business and member ship of the association having greatly increased, the members of the governing body found that they were unable to give the necessary lime to the management of its affairs unless they were paid some remuneration. They passed a special resolution authorising payment of remuneration to the members of the governing body and came to the Court for approval of the said resolution. The company‑was refused permission to the proposed alteration of the Memorandum by a learned Single Judge. But the Court of Appeal held that the proposed alteration of the Memorandum was an alteration with respect to the objects of company which was desirable for the purpose of more efficiently carrying out the main object of the company, namely, the improvement and encouragement of poultry breeding; and, there fore came within section 5, subsection (1) of the Companies Act and ought to be sanctioned by the Court. The last case cited on the point by Mr. Jaffar is In re: Arryya Insurance Co. Ltd. (AIR1937Cal.81). This was a case in which an insurance company having declared its registered office to be situate in a particular town in the province of Assam, by a special resolution wanted to alter the said provision for change of the residence of the company. It was held in that case that section 6 of the Companies Act provides for certain facts to be stated in the Memorandum of Association of a company. The company's memorandum must state the province in which the office of the proposed company must be situate but once that province has been declared, there could be no bar to the company's changing the residence of its registered office within the said province from one place to another. It was further held in that case that insertion of place name in the Memorandum of Association does not make it an unalterable condition of the company's constitution, provided the alteration has been made in the manner provided by the Act. This case we think is not directly appli cable to the facts of the present case in support of the argument advanced by Mr. Md. Jaffar. We, however, find from clause .8 of the Memorandum of Association that powers were taken by the respondent‑company to make alterations in its Memorandum. Clause 8 runs thus:‑

"The Company in General Meeting shall have the power at any time to alter, amend, substitute or otherwise vary in any manner whatsoever by special resolution and subject to the prior approval of the Central Government any or all of the clauses of this Memorandum of Association or any part or portion thereof." , From the above clause it will be found that the company had taken powers to alter, amend, substitute or otherwise vary in any manner whatsoever by special resolution and subject to the prior approval of the Central Government any of the clauses of the Memorandum of Association. This resolution was passed in an extraordinary general meeting of the company held on the 25th of May 1963, and the same was approved by this Court on 28‑6‑63 ((1904) 1 Chancery, 87 sic). We take the view that this Court having approved this 8th clause of the, Memorandum of Association, has empowered the respondent company to make additions, alterations substitutions or deletions in any or all of the clauses of the Memorandum; and that the said 8th clause does not, in our opinion, contravene any of the provisions of the Companies Act. Besides, in the present case the respondent‑company obtained the. sanction of the Central Government in changing its name, inaltering its object‑clauses and in deleting clauses 4 and 7 of the Memorandum of Associa tion. These changes, above all, were necessitated by the changed policy, of the Government of Pakistan and promulgation of Ordinance XLV of 1961. The last contention of Mr. Asrarul Hossain was that the learned Judge of this Court was not correct in saying that the appellant does not come within the purview of clause (a) of sub section (3) of section 12 of the Companies Act, as a person affected by the proposed alteration. He submits that if the respondent‑company, which was a Chamber of Commerce prior to the proposed change being introduced, is not allowed under the current law of the land to exist as a Chamber of Commerce, its assets shall be transferred to some other institution or institutions having objects similar to those of the association, namely, the objects of running a Chamber of Commerce, and, therefore, his client .the Chittagong Chamber of Commerce and Industry, being an institution of the same nature as that of the respondent‑company is entitled to the assets of the‑respondent company on its being liquidated either voluntarily or compul sorily in the present case as a consequence of promulgation of Ordinance XLV of 1961. What Mr. Asrarul Hossain meant to say is this. Since the Government of Pakistan was not willing to recognise more than two Chambers of Commerce in the town of Chittagong and since the respondent‑company was not allowed to continue by the Government as a Chamber of Commerce it was bound under the provisions of the said Ordinance to go into liquidation and if the respondent‑company went into liquida tion his client would come within the purview of clause 7 of the respondent's Memorandum of Association and would, there fore be entitled to the assets of the respondent‑company on its dissolution. This in our opinion, seems to be a very remote hope of the appellant for getting the assets of the respondent company because clause 7 of the memorandum itself says that it will be up to the members of the respondent‑company to decide as to which similar organisation as their, the assets of their company would go on its dissolution. They might or might not choose Mr. Hossain's client to be the beneficiaries in the event of the dissolution of the respondent‑company. Apart from this the respondent‑company having completely changed its objects by the proposed amendments and having converted itself into an institution of different category for different purposes with the approval of the Central Government and under pressure of a newly enacted law, i.e. Ordinance XLV of 1961 we do not think that the appellant‑company can bring itself within the scope of clause (a) of subsection (3) of section 12 of the Companies Act as a party interested. Section 12 (3) (a) of the said Act relates to debentures of the company and to persons or class of persons whose interest will, in the opinion of the Court, be affected by the proposed alteration. We do not think that Mr. Hossain's client, the appellant before us, would be affected by the alterations proposed to be made by the respondent company as, in our opinion, the appellant‑company stands on similar footing with so many other Chambers of Commerce in the country any of whom might have been chosen by the respon dent‑company to be the beneficiary in the event of its being dissolved. It does not depend so much on the locus standi of the party who challenges the proposed alteration as on the discretion of the Court as to who should or should not be heard. There may be a case where a party may not be directly interested in the affairs of a company yet the Court may think it proper to hear him. Mr. Asrarul Hossain has submitted that the decision reported in In re: Hearts of Oak Life and General Assurance Company Ltd. ((1920) 1 Chancery 544) and Reduced does not stand in the way of his client to come and contest the petition of the respondent‑company for amendment of its Memorandum of Association, Mr. Jaffar has very strongly relied on this decision in support of his answer to the contentions of Mr. Hossain in that clause (a) of subsection (3) of section 12 of the Companies Act only applies to persons such as creditors, debenture holders and members of the company or who, in the opinion of the Court, may be affected by the proposed alteration. Even if we agree with Mr. Hossain on this point yet this will not help him in obtaining an order contrary to what has been passed by the learned Company Judge. We have, therefore, upon a consideration of all the facts, circumstances and the law involved in the case before us, come to the conclusion that A. S. Chowdhury, J. was right in approving the amendments in the Memorandum of Association. Due to the promulgation of Ordinance XLV of 1961, the respondent‑company was forced to choose either to dissolve itself or to change its objects in the Memorandum of Association. The members of the company were at liberty to choose either of the two ways. They have chosen the way of continuing with their existence in a different category for different purposes and objects and for that they have obtained the necessary legal sanction both of the Government and of the Court. With regard to the amend ment of the provisions of the Memorandum of Association, the respondent‑company had by the 8th clause of the Memorandum reserved powers to itself to make such changes as were necessary. The object‑ clauses 1‑7 as proposed are in our opinion, covered by section 12 (1) (e) of the Companies Act. Section 10 of the Companies Act, 1913, does not in our opinion stand in the way of the respondent‑company to alter, amend or delete clauses 4 and 7 of its Memorandum of Association. In the result, this appeal fails and the same is accordingly, dismissed with costs, certified for two counsels. MAHMUD HUSAIN, J.‑I agree. K. B. A. Appeal dismissed.