On 2^nd November , 1965 the  company named MacKinnon Mackenzie & co. private limited situated at 16, strand road Calcutta  has made an alteration  in the company’s memorandum of association for the purpose of shifting the  company’s head office from Calcutta to Bombay by passing a special resolution in accordance with section 189 of the companies act,1956 in the general meeting which was held by the company ,then the company subsequently after making due notices as per the act it unanimously came to an   abiding decision as per which the memorandum of association of the company was altered by the deletion of clause 2 therefrom and by  substituting the following clause with that ‘’ the registered office  of the company will be situate in the state of Maharashtra’’ which would enable the company  to carry on its business on a large scale with a more efficient and effective manner as said by the directors and shareholders of the company who considered it as a necessary and desirable step but this was contested firmly by state of west Bengal and  the registrar of companies when the application for the alteration was submitted  before it with a view that the transfer of registered allocation office would  amount  the state of west Bengal a hefty loss of revenue as well as employees condition were exposed to a greater height of risk that compels to take necessary step for protecting their interest  and as aggrieved by this immense step the company filed a petition for granting the resolution which was favored by the court and the resolution was granted ,with an view that state has no locus standi.