Company Petition No. 863/17/SRB/2007. Case: In Re: Kaizen Institute India (P) Ltd. Vs. Company Law Board

Case NumberCompany Petition No. 863/17/SRB/2007
CounselFor Appellant: Ashish Makhija, Adv.
JudgesK.K. Balu, Vice Chairman
IssueCompanies Act, 1956 - Section 17
Citation2008 (3) CLJ 549
Judgement DateMarch 20, 2008
CourtCompany Law Board


K.K. Balu, Vice-Chairman, (At Chennai)

  1. The petitioner company has presented under section 17 of the Companies Act, 1956 (hereinafter referred to as 'the Act') to this bench for confirmation of the alteration to the situation clause of the memorandum of association of the company as approved by the special resolution passed in accordance with section 189 of the Act at its extraordinary general meeting held on 5.3.2007.

  2. The petitioner company was incorporated as a private company limited by shares in the State of Tamil Nadu in the year 2000 to act as a licensee of Kaizen Institute Limited a Swiss Corporation in India and also in foreign countries, to render teaching and/or educational services and to render consulting services in the filed of business management, including but not limited to such activities that are based on intellectual property concepts and other such similar concepts and methodologies and used by the Kaizen Institute Limited and in particular include public and custom Kaizen dut, tours, sales of materials, public workshops/ seminars/lectures or other related marketing and advertising activities etc. The Kaizen Institute, a company incorporated in Switzerland, owns majority shares of the company. Initially the company was incorporated in the State of Tamil Nadu as one of the promoter directors had undertaken the responsibility to maintain all statutory records and books of account at Chennai and the said director had resigned from the directorship of the company and had expressed his inability to continue looking after the affairs of the company. The company, presently, opened branches in various parts of the country and one Shri Ashok Puri, who is based at New Delhi, has been appointed as business unit leader of the company. The company is having 5 shareholders and out of the said shareholders the shareholders holding more than 90% shares are residing out of Chennai. Further the company is having 5 directors and, except one director, all are residing out of Chennai. As the business unit leader of the company is based at New Delhi, it has been decided to shift the registered office of the company from the State of Tamil Nadu to the National Capital Territory of Delhi. The proposed shift would result in economies of scale, reduction in overheads and other expenses, reduction in administrative and procedural work, more productive and more effective utilization of the resources of the company, besides the...

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