Alteration of memorandum

Section 92 of the Companies Ordinance, 1984 left it to the discretion of a company to increase its share capital which may be done by conferring the authorization in the Articles of Association of a company

Power resided in the company by virtue of its Articles and primary power that S. 92 of the Companies Ordinance, 1984 dealt with was the increase in the share capital of a company which was the alteration of its share capital

Alteration in the Memorandum and the Articles of Association naturally flows from such act of the alteration of the share capital of a company and mere fact that S. 92 of the Companies Ordinance, 1984 did not make a mention of the alteration in the Articles of Association, did not detract from the fact that such alteration will be brought about and, therefore, S. 28 of Companies Ordinance, 1984 would be triggered in such circumstances.

Appellant company filed Form-A and Form-26, stating paid-up capital of the company as Rs.10 million divided into 100,000 shares of Rs.100 each

Company submitted an application stating that paid-up capital was incorrectly mentioned due to typing error and company's paid-up capital actually of Rs.10,000 constituting 100 shares of Rs.100 each

Company requested the Commission to rectify the mistake of paid-up capital

Request of the company was not accepted on the ground that it being matter of reduction of paid-up capital, same fell under jurisdiction of High Court in terms of Ss.96 & 97 of the Companies Ordinance, 1984

Contention of the company was that it was a typing mistake and not a matter of reduction of capital

Validity

Effect of rectification sought by the company, would be reduction of capital, and the power to reduce the capital, rested with the High Court

Alteration in memorandum could only be done in respect of the objects of the company stated in S.21(1)(a) to (g) of Companies Ordinance, 1984, which did not include alteration in the share capital of the company

Remedy had clearly been provided in Ss.96 & 97 of the Companies Ordinance, 1984, whereby the High Court had the exclusive jurisdiction in the matter.