ORDER Iqbal Ahmad, J.
1. On 10th December 1935 an application was filed by the Hapur Chamber of Commerce under Section 12, Companies Act, for the confirmation of certain alterations in the memorandum of association of the Chamber. By my order dated 13th December 1935, I directed that the application be advertised in two consecutive issues of the 'Hindustan Times' and two consecutive issues of the 'Pioneer' and also in two consecutive issues of some Hindi newspaper of Meerut and the application was duly advertised accordingly. No objections were taken to the application and I, by my order dated 28th February 1936, allowed the application and confirmed the proposed alterations. Then on 18th April 1936, the present application, which is for disposal before me, was filed by the firm Ugar Sen Parsotam Das, which firm is one of the members of the Chamber of Commerce, Hapur, praying that the order confirming the alterations be set aside, and the applicant be permitted to file objections to the application filed by the Chamber of Commerce for the confirmation of the proposed alterations in the memorandum of association. Notice of this application was issued to the Chamber of Commerce.
2. The application has been very strongly opposed by the Chamber of Commerce mainly on the ground that I have no jurisdiction to set aside the order passed by me on 28th February last, and secondly on the ground that it is not just to set aside the order. After hearing the learned Counsel for the parties I have come to the conclusion that there is no force in the objections raised by the Chamber of Commerce and that the application dated 18th April 1936, ought to be granted. The Chamber of Commerce, Hapur, is an Association registered under Section 26, Companies Act. It was registered and commenced its business in the year 1923. The main object with which the Association was formed was as stated in the memorandum of association "to promote and protect the Trade, Commerce and Manufactures of India, and in particular the trade, commerce and manufacture of Hapur and District Meerut" and further to promote unity and friendliness amongst all merchants in general and dealers in the grain in particular in respect of all subjects of common interest.
3. The business of the Chamber consisted in registering transactions of sale and purchase of grain pits. A certain amount was received by the Chamber with respect to each transaction as a gift both from the seller and from the purchaser, and the amount so received was utilized by the Chamber for charitable purposes. According to the rules of the Chamber both the seller and the purchaser of the grain pit had to deposit a certain amount of money which was to be retained by the Chamber till the date of the settlement of the transaction. Further if there was 'fluctuation in the market additional sums of money were received by the Chamber and retained by it till the transaction was actually settled. On or after the due date of each transaction the cover money used to be handed back to the purchaser and the seller by the Association who settled the transaction in between themselves. The Chamber received some commission for registering each transaction and the seller and the purchaser had the advantage of getting the terms of the contract entered in the books of the Chamber and thus preserve reliable evidence of the terms of the contract.
4. The deposit money and cover money received by the Chamber at times amounted to Rs. 1,50,000 to Rs. 2,00,000 and in the busy season it went upto Rs, 7,00,000 or Rs. 8,00,000. By Article 25(b) of the articles of association the Chamber was authorized "to arrange for proper investment of Chamber funds", and it is common ground that upto the year 1933 the Chamber never invested the amount of deposit in its hands by advancing the flame as a loan to purchasers of ready grain pits on the security of the pits. In the year 1934 however the Chamber began to advance large sums of money as loan on the security of grain pits. It has been suggested on behalf of the Chamber that such advance was calculated to bring profit to the Chamber. There may or may not be force in this suggestion, but the fact remains that, after the lapse of about 11 years, fresh mode of investment of the deposit money was resorted to by the Committee of the Chamber that was entrusted with the management of its business. It may also be noted that there was a certain amount of speculation in so investing the money and the investment partook of the nature of a bank business. According to the articles the Chamber, in the case of forward transactions entered into by the members is concerned only with the deposit and cover money; and the settlement of accounts and the payment of profits and losses has to be done by the members themselves, though in cases of default they are entitled to apply to the Chamber, which would then issue notice to the defaulter that in case he does not pay the amount due from him he will cease to be a member and will not be allowed to transact any more business. The members of the managing committee of the Chamber considered that the direct settlement of accounts and the payment of profits by the purchaser and the seller was calculated to give rise to quarrels and that it was advisable to have the settlement made through the Chamber itself. With a view to profitable investment of the money in its hands and the prevention of quarrels between the purchasers and the sellers and to avoid delay in payment of the amount due to one or the other, the Chamber passed the following special resolution at a general meeting of the members held on 17th November 1935 and confirmed the same at another general meeting held on 4th December 1935:
Unanimously resolved that in Clause 3 of the Memorandum of this Ohamber the following be added as Sub-clauses 11 and 12 : (11) To invest the funds of the Chamber or sums received by it upon such securities or in Banks or in such other manner as may from time to time be determined by the Executive Committee. (12) To arrange for the realization from and payment due to its members in respect business transacted by them through the Chamber or entered in the books of the Ohamber, either by itself or in such other manner as may be determined from time to time and to take necessary steps for recovering the same.
5. An application was then moved before me for the confirmation of the proposed alterations and, as stated above, I confirmed the proposed alterations. When I passed the order confirming the proposed alterations, I had no idea that it was not proper to pass such an order unless and until the Local Government, that granted license to the Chamber under Section 26, Companies Act, approved of the proposed alterations. The case in In re St. Hilda's Incorporated College Cheltenham (1901) 1 Ch. D. 556 has now been brought to my notice and that case is an authority for the proposition that where a Company registered under Section 26, Companies Act, desires to alter its memorandum of association, the proper course for the Company is to apply in the first instance to the Local Government for the approval of the proposed alterations and, if the Local Government approves them "as being consistent with the continuation of the license", then this Court can entertain the application of the Company for the confirmation of the alterations. If this case had been brought to my notice when I passed the ex parte order dated 28th February 1936, I would certainly have refrained from confirming the alterations, and would have directed the Chamber to first obtain the approval of the Local Government about the alterations and then to apply to this Court for the confirmation of the same. But it is argued that though I could have done so before the application for the confirmation of the alterations had been decided by me, I have no jurisdiction now to go behind my order dated 28th February 1936. In support of this contention reliance has been placed on Moosa Goolam Ariff v. Ebrahim Goolam Ariff (1913) 40 Cal 1, Anantharaju Shetty v. Appu Hegade A.I.R. 1919 Mad. 244, Drew v. Wills Ex Parte Martin (1891) 1 Q.B.D. 450 and Hession v. Jones (1914) 2 K.B. 421. In my judgment these cases have no application to the facts of the case before me.
6. In Moosa Goolam Ariff v. Ebrahim Goolam Ariff (1913) 40 Cal 1, it was held that the certificate of incorporation granted by the Registrar of Joint Stock Companies is conclusive for all purposes and the Court cannot go behind it and consider any alleged defects in the formation or constitution of the Company. In the present case, after my order confirming the alterations, the Registrar has registered the alterations and has issued a certificate accordingly. This certificate has been granted in consequence of my order confirming the alterations. If the order itself is vacated the certificate will have to be cancelled by the Registrar. It is not the contention of the applicant before me that there is any defect in the formation or constitution of the Company. All that is contended on behalf of the applicant is that, having regard to the peculiar constitution of the-Chamber, it was not open to me to confirm the alterations without the previous-approval of the Local Government. In the case in Anantharaju Shetty v. Appu Hegade A.I.R. 1919 Mad. 244, it was held that as there is no explicit provision in the Religious Endowments Act for review, the District Judge has no power, under that Act, to review an order passed by him under Section 10 of the Act. It was further held that the power to review is not inherent in a Court, and can only be exercised if it is permitted by statute. It may be that the application before me is in fact and in substance-an application for review, and, therefore, ought not to be granted. The fact, however, remains that it has now come to my notice that the order passed by me on 28th February 1936, was erroneous and the question that arises is, have I jurisdiction to undo a wrong that has resulted by an ex parte order passed by me? I cannot but answer the question in the affirmative. It is the duty of every Court to recall and cancel its invalid order and I consider that it is imperative in the present case to discharge that duty.
7. The two English oases cited by the learned Counsel for the Chamber were cases in which, after the adjudication by the Courts regarding private civil rights, one party or the other to the litigation had acquired vested interest and it was held that that interest could not be divested by resort to proceedings for review. In the-case before me there is no question of any right having accrued to any person in consequence of my order dated 28th February. I, therefore, hold that I have jurisdiction to cancel my order confirming the alterations. During the progress of argument I intimated to the learned Counsel for the Chamber that all that I proposed to do" was to reoall my order of 28th February and to allow the application dated 10th December 1935, to stand over for a period' of six months, with a view to enable the Chamber to obtain the approval of the-Local Government to the alterations, and it was, therefore, not desirable for me at the present stage to express any opinion as regards the merits or demerits of the alterations. The learned Counsel however asked me to record a finding on the point, as well. But as the matter will in all' probability be considered by the Local Government I do not consider it proper at the present stage to express any definite opinion as regards the alterations. I cannot however refrain from observing that the alterations as to the investment of the funds of the Company will entitle the Chamber to do banking business and the second alteration for the direct settlement by the Chamber of the transactions would reduce the Chamber to the position of a Pakka Arhatia. The question whether this would or would not involve a radical alteration in the constitution of the Chamber will be a question for the consideration of the Local Government when it is asked to sanction the proposed alterations.
8. In view of the decision in Moosa Goolam Ariff v. Ebrahim Goolam Ariff (1913) 40 Cal 1, I recall my order dated 28th February 1936, and direct that the application dated 10th December 1935 be restored to its original number and stand over for a period of six months. In the meantime it would be open to the Chamber to obtain the approval of the Local Government to the proposed alterations. In the end I may note that the allegation of the applicant, that it was not aware of the meetings in which the special resolution was passed and confirmed and that it was also ignorant of the fact that an application was filed in this Court for the confirmation of the alterations does not appear to be true. I have no doubt that the applicant knew all through that special resolution had been passed and confirmed and that an application for the confirmation of the alterations, had been made in this Court. But omission of the applicant to oppose the application for confirmation of the alterations does not affect the matter before me, as it is my duty to recall my invalid order. A copy of this order will be sent to the Registrar of Joint Stock Companies. The parties will bear their own costs.