P. B. MUKHARJI, J.

( 1 ) THIS is an application by the Indian Iron and Steel Co. Ltd. seeking the Court's confirmation of the alteration of the Memorandum of Association of the company effected by the Special Resolution passed on 7th' December, 1956 at a general meeting of its shareholders. The Special Resolution is carried by the requisite majority.

( 2 ) THE Special Resolution reads as follows : ''that Sub-clause 3 (16) of the Memorandum of Association of the company be deleted and substituted by the following two sub-clauses. 16 (a) To subscribe, contribute or guarantee money for any national, charitable, benevolent, political, public, general or useful object or funds or for any exhibition. 16 (b) To establish and support or aid in the establishment and in support of associations, institutions, funds, trusts and conveniences calculated 'to benefit persons who 'are or have been employed by or who are serving or have served the company or its predecessors-in-business or the dependents, connections of such persons and to grant pensions, and allowances and to make payments towards insurance.

( 3 ) THE original clause in the Memorandum on this point was in the following terms :"to establish and support, or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or ex-employees of the company, or its predecessors-in-business or dependents or connections of such persons, and to grant pensions and allowances, and to make payments towards insurance and to subscribe or guarantee money for charitable or benevolent objects, or for any exhibition, or for any public, general or useful object. "

( 4 ) THE application is being made under Section 17 of the Companies Act, 1956. Due notices under direction of this Court have been given to the shareholders, creditors, debenture-holders and the Registrar of Joint Stock Companies, Pursuant to such notices which were also published in the newspapers no one has come forward to oppose the application. Learned Advocate General appeared for the applicant and I heard him at grerat length and detail not only because the opposite view was unrepresented in this Court but also because the application raises the very large and important question of how far a company should be allowed to divert its funds for political purposes.

( 5 ) PRIMA facie, the amendment sought is striking. The applicant is a company engaged in the manufacture and production of iron and steel. That is its business. That is its object. For a steel industry to claim to contribute to political funds of political parties, therefore, appears to be a remarkable departure from the business of production and manufacture of iron and steel.

( 6 ) THE reason put forward by the company for making this departure is stated in paragraph 6 of its petition. It is stated there that :"the prosperity of the company's business is very much dependent upon the industrial policy of the Central Government of the day. Further, the company's principal business being the manufacture of iron and steel, the sale and distribution of the company's products, the prices to be received by the company for the same and the manufacturing and other policies to be followed by the company are all subject to and closely related to the requirements of the Central Government, with which the company has intimate dealings transactions and connections. In order to enable the company to carry on its business more efficiently it is necessary that the company should be enabled to contribute to the funds of political parties which will advance policies con-clucive to the interest of industries in general and of the company in particular, and also the company should be able to contribute to other funds and objects of national importance. "

( 7 ) TO the cynic it appears to be a plea of the company to have a legal sanction to bribe the Government of the day, to induce policies that will help the company in i

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