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change in registered office (Corporate Law)

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This query is : Resolved


( Author )
07 January 2011

Sir

can anyone tell me the complete procedure for changing the registered office of a private limited company ( inter-state change in registered office) also the performa of resolutions and notice too.

thanks & regards
shikha gupta


CA. SANAT PYNE

( Expert )
07 January 2011

A company may, by special resolution, alter the provisions of its Memorandum so as to change the place of its registered office from one State to another so far as may be required to enable it as provided in section 17 of the Companies Act, 1956 as given hereunder:—
(a) to carry on its business more economically or more efficiently;
(b) to attain its main purpose by new or improved means;
(c) to enlarge or change the local area of its operations;
(d) to carry on some businesses which under the existing circumstances may conveniently or advantageously be combined with the business of the company;
(e) to restrict or abandon any of the objects specified in the Memorandum;
(f) to sell or dispose of the whole, or any part, of the undertaking, or of any of the undertakings, of the company; or
(g) to amalgamate with any other company or body of persons.
For change in the situation of the registered office from one State to another shall require the confirmation of the Company Law Board [Powers transferred to the Central Government vide the Companies (Second Amendment) Act, 2002] as it shall consider the alteration in the situation of the registered office clause in the Memorandum of Association of the company as per provisions of section 17 of the Companies Act, 1956. A meeting of the Board of directors will be called and held to accord approval to the following action:—
(i) seek approval of the Board of directors, preferably at a Board meeting. At the same meeting the Board may consider and fix the date, venue and time for holding a general meeting to obtain the approval of members by special resolution and the Board will approve the notice of the general meeting and explanatory statement to be sent to the members; (Specimen of the Board resolution given in Appendix 7)
(ii) hold a general meeting and get the approval of the members by way of special resolution subject to confirmation by the Company Law Board/Central Government; (Specimen of the resolution given in Appendix 8)
(iii) file certified copy of the special resolution alongwith the explanatory statement with the Registrar of Companies in e-Form 23 under section 192 alongwith filing fees as per requirement of Schedule X to the Act within 30 days from the date of the meeting;
(iv) authorise severally a Director or the Company Secretary to take steps to move a petition to the Company Law Board/Central Government and take all actions in the matter including appointing advocate to assist the company.
Objection to the shifting of registered office
In re, Perfect Refractories (2005) 68 CLA 72 CLB objections against shifting of the Registered Office unanimously approved by members at the General Meeting raised subsequently and without stating any reason as to how the shifting would be prejudicial to the interest of objecting shareholders.
It was contended that in Annual General Meeting, the approval of shareholders was forcibly taken for shifting of the Registered Office and the reasons given by the company for shifting were not satisfactory. Further, on perusal of the minutes of Annual General Meeting, the Chairman had recorded that proposal to shift the Registered Office was unanimously approved by the shareholders. The objectors neither in their objection memo nor during hearing indicated as to how the shifting of the Registered Office would be prejudicial to the interests of the company or the shareholders. Any reservation on the contents of the Explanatory Statement should have been raised at the time the proposal was considered in the Annual General Meeting.
In accordance with section 194 of the Companies Act, 1956, the minutes of the meeting signed by the Chairman of the said meeting in terms of section 193, shall be the evidence of the proceedings recorded therein. The objectors being the shareholders cannot now object to the shifting of the Registered Office. Accordingly, the objections raised by the Shareholders were liable to be rejected. The Company Law Board confirmed the alteration in the memorandum of Association of the Company to shift the Registered Office of the Company with the condition that the interest of no Employee is adversely affected.
Procedure for moving petition before the Company Law Board/Central Government
1. Petition to the Company Law Board/Central Government
The Petition in Form 1 shall be prepared as prescribed in CLB Regulations and presented to the Company Law Board/Central Government. The petition shall be in writing, typewritten or printed on one side of full-scale size paper in double space. (See Specimen of the Petition in Appendix 9) One copy of the petition u/s 17 shall be served on the concerned Registrar of Companies. In case of petition u/s 17 by a company licensed u/s 25 the copy of the petition shall also be served upon the Regional Director.
2. Serve a copy of petition to the concerned Registrar of Companies
A copy of the petition u/s 17 shall be served to the concerned Registrar of Companies and the acknowledgement of the Registrar shall be attached to the petition.
3. Requirement of an affidavit
The petition under section 17 shall be accompanied by an affidavit on non-judicial stamp paper of an appropriate value, duly verified before any Court Judge or person lawfully authorised to take and receive affidavits. (See section 558 of the Act and Rule 18 of Court Rules).
4. Publication of a notice on petition u/s 17
At least one month before presenting a petition u/s 17, the company is required to publish a general notice in a newspaper of the regional language of the State and in English in a daily English newspaper circulating in the State. The notice shall contain the substance of the petition and state that any person whose interest is likely to be affected by the proposed alteration of the Memorandum may intimate to the Company Law Board/Central Government, within 21 days of the publication of the notice, the nature of his interest to be affected by the said petition and the grounds of his opposition with a copy to the company at the registered office. (Appendix 10)
5. List of creditors and debenture holders
The petition under section 17 shall contain the number of creditors and the total amount due to them made up to a date within two months before filing the petition supported by an affidavit duly signed by the secretary of the company, if any, and not less than two directors, one of whom shall be the managing director, where there is one and shall file such affidavit to the effect that they have made a full enquiry into the affairs of the company and have formed the opinion that the list of creditors and debenture holders kept for inspection is correct, the debts or claims payable on a contingency as shown in the list are proper estimates of the values of such debts borne out by the books and records of the company and that there are no other debts of or claims against the company to their knowledge. The same shall also be made available at the registered office for inspection.
6. Documents to be attached to the petition
The documents that are to be attached to the petition have been enumerated as under:—
(a) Certified copy of the amended Memorandum and Articles of Association.
(b) Copy of the notice calling for the meeting with explanatory statement.
(c) Copy of the special resolution passed by the members of the company.
(d) Copy of the minutes of the meeting at which the special resolution was passed.
(e) Affidavit verifying the petition.
(f) Bank draft/Challan evidencing payment of fee.
(g) Memorandum of appearance with copy of the Board resolution or the executed vakalatnama, as the case may be.
(h) Copy of the latest audited balance sheet and profit & loss account of the company, auditors' and the directors' report.
(i) Certified copy of the Creditors' list.
(j) Affidavit proving dispatch and service of notice together with newspaper cuttings.
(k) Acknowledgement receipt from the Registrar of Companies/Regional Director.
7. Fees payable
The fees as per rules to be paid alongwith the petition. The fees payable under existing CLB Regulation is Rs. 1,000 which may be paid by means of a Bank draft drawn in favour of Pay and Accounts officer, Ministry of Company Affairs, New Delhi/Mumbai/Kolkatta/Chennai.
8. Consideration of interest of creditors before confirming petition
Before confirming the petition for alteration, the Company Law Board/Central Government is statutorily required to take into account the interest of creditors. The Company Law Board/Central Government will give due attention to objections received from any creditor. The Central Government also has the powers to direct that the consent of creditors should be obtained in writing or his debt or claim should be discharged.
9. Consideration of objections of the Registrar of Companies
The Company Law Board/Central Government shall give an opportunity to hear the Registrar of Companies in person and shall give full consideration of his views.
10 Serve notice to the Chief Secretary of the State Government or Union Territory
The company shall also serve a notice together with copy of the petition by registered post to the Chief Secretary of the State or Union Territory concerned and the views of the concerned Government authorities will be taken into account by the Company Law Board/Central Government.
11 Order of the Company Law Board/Central Government
After hearing the parties including the petitioner, the Company Law Board/Central Government shall take a final decision. The order under section 17 is discretionary and wide power is given to the Company Law Board/Central Government to decide the petition to confirm the alteration.
12 Filing of Order with the Registrar of Companies — Section 18
The company shall within three months from receiving the order (the time for obtaining copy of the order does not come within the period of three months, see section 640A), file with the Registrar of Companies in e-Form 21 alongwith the prescribed filing fees, the following documents:—
(i) Certified copy of the order of the Company Law Board/Central Government.
(ii) Printed and certified updated copy of the Memorandum as altered in the e-Form 62 electronically together with the adequate filing fee as prescribed under Schedule X of the Companies Act, 1956.
13 Certificate from the Registrar — Section 18
On filing of the order with the Registrar, it shall within one month from the date of filing of the documents, register the same and shall issue a certificate to that effect after registration of order. The certificate shall be conclusive evidence that all the requirements of the Companies Act, 1956 with respect to the alteration have been complied with.
14 Extension of time by the Central Government for filing of order with the Registrar
In case if the extension of time is sought for filing of order of the Company Law Board [Powers vested with the Central Government vide the Companies (Second Amendment) Act, 2002] with the Registrar beyond the period of three months, the company shall move the Company Law Board/Central Government before the expiry of three months as per section 18(1)(b).
In the case of Shivalik Steels & Alloys Pvt. Ltd. v Registrar of Companies in company petition No. 73-18(H)/91 — Company Law Board, dated 23-9-1991 case, an alteration was approved on 6-5-1986 but the company filed a certified copy of the order only on 1-10-1986. The company filed the other document only on 7-5-1987. At the instance of the Registrar, the company moved the CLB (now the Central Government) for extension of time. The CLB therefore, held that in view of the provisions of section 19(2) read with section 118(4) it was not possible to revive the order and the petition stood dismissed.
The power to grant extension of time can be exercised by the Company Law Board/Central Government only when the company makes an application either before the expiry of three months or before expiry of four months as per section 18 or 19 respectively.
In this connection the Department of Company Affairs vide its Circular No. 6616/31/4/78-Cl.V., dated 17-4-1978 conveyed the view that the filing of the order for shifting of registered office comes within the purview of section 18(3) which does not prescribe any time-limit. This view is on the basis that sub-section (3) of section 18 is independent of sections 18(1) and 18(4). However, this view does not take into account the provisions of section 19.


CA. SANAT PYNE

( Expert )
07 January 2011

Specimen of Board resolution for shifting of a Registered office from one state to another state.

The Chairman informed the Board that presently the Company's Registered Office is situated in the state of Madhya Pradesh. He further informed that since two directors of the company are based at Ahmedabad (Gujarat) so to carry on the business activities more economically and efficiently. Further that the Gujarat State is a very advance state in the industrialisation of business; therefore if the Registered Office of the Company is shifted at Gujarat, it shall also help to enlarge the area of its business operations.
The Board considered that in terms of the provisions of section 17 of the Companies Act, 1956, the registered office of the Company may be shifted from one state to another by way of approval of the member with special resolution and confirmation of the Company Law Board [powers being transferred to the Central Government vide the Companies (Second Amendment) Act, 2002].
The Chairman further informed that as the Company's securities are a listed with the recognised stock exchanges therefore, by virtue of section 192A read with Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, it is required to pass necessary resolution by means of Postal Ballot only. Therefore, it is required to send a notice to all the members along with the draft resolution explaining the reasons thereof, and requesting them to send their assent or dissent in writing on a postal ballot within a period of 30 days from the date of posting of the letter.
The Board considered and passed the following resolution unanimously:
RESOLVED THAT subject to the provisions of section 17, 146(2), 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, and confirmation of the Company Law Board/Central Government, the consent of the Board of directors of the Company be and is hereby accorded for shifting of the Registered Office of the Company from the State of Madhya Pradesh to the State of Gujarat.
FURTHER RESOLVED THAT the notice alongwith the draft resolution and Explanatory Statement for conducting the Postal Ballot u/s 192A of the Companies Act 1956, as placed before the Board duly initialed by the Chairman for the purpose of identification be and is hereby approved and Shri SJ, the Director of the Company be and is hereby authorised to issue the notice as required under the above said Rules as applicable to the Company.
FURTHER RESOLVED THAT Shri SJ, Director of the Company be and is hereby authorised to file a copy of the Board Resolution along with the required calendar of events to the concerned Registrar of Companies as per requirement of the Rules.
FURTHER RESOLVED THAT Shri SJ, Director of the Company be and is hereby authorised for submission of the said notice to the Stock Exchange and for publication of an advertisement in the news papers specifying the date of completion of despatch of Postal Ballots.
Alternative Board resolution for an unlisted company
The Chairman informed the Board that presently the Company's Registered Office is situated in the state of Karnataka. He further informed that the Company's manufacturing and business activities are based at Indore in the state of Madhya Pradesh and all the business functions are carried from the factory premises at 179/2, Pipliya Rao, Indore (M.P.) and from the corporate office at 104, Shreenath Niketan, 29, Snehlataganj, Indore (M.P.) and there are no activities in the state of Karnataka as such where the registered office is situated. Moreover all the directors and members of the Company are also based at Indore (M.P.). Therefore, it is very difficult to co-ordinate the matters from Indore to discharge the statutory obligations related to the registered office.
And since the state of Madhya Pradesh is a very advance state in the industrialisation of business and has a potential market for the Company's product, therefore if the registered office of the Company is shifted to Madhya Pradesh, it shall help to carry on the business activities more economically and efficiently and also help to enlarge the area of its business operations.
The Board considered that in terms of the provisions of section 17 of the Companies Act, 1956, the registered office of the Company may be shifted from one state to another by way of approval of the members with special resolution and confirmation of the Company Law Board/Central Government.
The Board considered the matter and after due discussion passed the following resolution unanimously:
RESOLVED THAT subject to the provisions of section 17, 146(2) and confirmation of the Company Law Board/Central Government, the consent of the Board of directors of the Company be and is hereby accorded for shifting of the registered office of the company from the state of Karnataka to the state of Madhya Pradesh.
FURTHER RESOLVED THAT the notice of the Extra Ordinary General Meeting alongwith the Explanatory Statement as placed before the Board duly initialed by the Chairman for the purpose of identification be and is hereby approved and Shri RS, the director of the Company be and is hereby authorised to issue the notice to the members.
FURTHER RESOLVED THAT Shri RS and Shri VS, the directors of the Company be and are hereby authorised jointly and severally to sign the petition, application, affidavits and such other documents as may be necessary in relation to the said petition.
FURTHER RESOLVED THAT Shri DKJ, Practising Company Secretary, be and is hereby authorised to appear and represent the Company before the Company Law Board/Central Government in the matter of the petition to be filed with the Company Law Board/Central Government for its confirmation to the proposed alteration of the situation Clause of the Memorandum of Association and be and is hereby authorised to make such statements, furnish such information and do such things as may be necessary in relation to the said petition.


CA. SANAT PYNE

( Expert )
07 January 2011

Specimen of Special Resolution

RESOLVED THAT pursuant to the provisions of section 17 read with section 146(2) and section 192A and other applicable provisions, if any, of the Companies Act, 1956 and subject to the confirmation of the Company Law Board/Central Government the consent of the members of the Company be and is hereby accorded to shift the registered office of the Company from the state of Madhya Pradesh to the State of Gujarat.
FURTHER RESOLVED THAT the Clause No. II of the Memorandum of Association of the Company be and is hereby substituted by the following:
I. The Registered Office of the Company shall be situated in the State of Gujarat.
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable for and on behalf of the Company.
Explanatory Statement
The Board of directors at their meeting held on 1st Nov., 2006 has decided to shift the registered office of the Company from the state of Madhya Pradesh to the state of Gujarat. In view of that the majority of the directors of the Company are based at Ahmedabad (Gujarat), so to carry on the business activities of the Company more efficiently and smoothly. Since the Gujarat state is the most developed state in the Industry, trade and commerce, therefore the shifting of the Registered Office shall help in expansion of the business activities and capture the market of Gujarat and Maharashtra also. Therefore as a whole it would be in the interest of the Company, its members and general public to shift the Registered Office of the Company at Gujarat.
As per section 17 and 146(2) of the Companies Act, 1956 the registered office of the Company may be shifted outside the local limits of any city, town or village on the authority of the special resolution passed by the Company and subject to the confirmation of the Company Law Board/Central Government, therefore, it has become necessary to seek your consent by way of special resolution to give effect to such provision.
Your Board recommend to pass the above said resolution through the postal ballot process as per provisions of the section 192A of the Act read with the Companies [Passing of resolution by Postal Ballot] Rules, 2001.
Draft amended copy of the memorandum of Association has been placed at the Registered Office of the Company for inspection during the business hours till the close of the postal ballot process.
None of the Directors of the Company has any interest or concern in the resolution except as members of the company.
Alternative general meeting resolution for an unlisted company
RESOLVED THAT pursuant to the provisions of section 17 read with section 146(2) and other applicable provisions, if any, of the Companies Act, 1956 and subject to the confirmation of the Company Law Board/Central Government the consent of the members of the Company be and is hereby accorded to shift the registered office of the Company from the state of Karnataka to the state of Madhya Pradesh.
FURTHER RESOLVED THAT the Clause No. II of the Memorandum of Association of the Company be and is hereby substituted by the following:
'II. The Registered Office of the Company shall be situated in the State of Madhya Pradesh.'
FURTHER RESOLVED THAT Shri RS and/or Shri VS, the Directors of the Company be and are hereby authorised severally to sign the petition, application, affidavits and such other documents as may be necessary in relation and to file a petition before the Company Law Board/Central Government for and on behalf of the Company.
FURTHER RESOLVED THAT Shri YKJ and/or Shri DKJ, Practising Company Secretaries be and are hereby severally authorised to submit Memorandum of Appearance and to appear and represent the Company before the Company Law Board/Central Government in the matter of the petition u/s 17(2) of the Companies Act, 1956 to be filed with the Bench for their confirmation to the proposed alteration of the situation Clause of the Memorandum of Association and be and is hereby authorised to make such statements, furnish such information and do such things as may be necessary in relation to the said petition.
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable for and on behalf of the Company.


CA. SANAT PYNE

( Expert )
07 January 2011

Specimen of Petition u/s 17(2) for shifting of registered office
Original Petition No ............ of 2007
BEFORE THE COMPANY LAW BOARD/CENTRAL GOVERNMENT
WESTERN REGION BENCH, MUMBAI
In the matter of: - The Companies Act, 1956 -- Section 17(2)
And
In the matter of: - ISE LIMITED
(a Company registered under the Companies Act, 1956 and having its Registered office at "Info House", 87, Saket Nagar, Indore, M.P.- 452 001)
......... Petitioner
DETAILS OF PETITION
1. Particulars of the Company:
(a) The Company above named, ISE LIMITED (hereinafter referred to as "the Company") was incorporated as a Public Company Limited by shares on 7th Day of February, 1994 (Seventh Day of February, One Thousand Nine Hundred and Ninety Four) under the provisions of the
Companies Act, 1956, by the name of ISE LIMITED. Certificate of Incorporation No. 10-xxxxx of 1994 was obtained from the Registrar of Companies, Madhya Pradesh, Gwalior (M.P.) (Certified True Copy of the Certificate of Incorporation annexed as Annexure – A1)
(b) The Registered Office of the Company is presently situated at Saket Nagar Indore-452001 in the state of Madhya Pradesh.
(c) Authorised share capital of the Company is Rs. 5,50,00,000 (Rs. Five Crores Fifty Lacs Only) divided into 55,00,000 (Fifty Five Lacs) Equity Shares of Rs.10 (Ten) each. The issued, subscribed and paid-up share capital of the Company is Rs. 2,50,00,000 (Rs. Two Crores Fifty Lacs Only) divided into 25,00,000 (Twenty Five Lacs) Equity Shares of Rs.10 (Ten) each. Out of that Rs. 50,00,000 (Rs. Fifty Lacs Only) due from the Shareholders as a calls in arrear.
(d) The main object for which the Company was incorporated are set out in clauses 1 and 2 of clause III of the Memorandum of Association of the Company. A Certified true copy of the Memorandum and Articles of Association of the Company is annexed hereto and marked as Annexure-A2).
(e) After incorporation, the Company could not commence its business activities. Due to change its product mix in 1994 and with increased capacity to have economies of scale, the various Government approvals took the Company long then expected and actual implementation could start by January 1995. The Company is presently setting up its project to manufacture dye intermediates such as Beta Napthol, Bon Acid, Gamma Acid, and its bye products with difference capacities.
2. Particulars of the petitioner:
The Company is the Petitioner.
3. Particulars of respondents:
There is no respondent.
4. Jurisdiction of the Bench:
The Registered Office of the Company is situated in the State of Madhya Pradesh. The petitioner declares that the matter of the petition is within the jurisdiction of the Central Government/Company Law Board, Western Region Bench, Mumbai.
5. Limitations:
The Petition is for shifting of the registered Office of the Company from the State of Madhya Pradesh to the State of Gujarat. Section 17 of the Companies Act, 1956 does not provide any time limit for filing the petition.
6. Facts of the case are given below:
(a) The Company is presently setting up its project to manufacture dye intermediates such as Beta Napthol, Bon Acid, Gamma Acid and its bye products with different capacities. After setting up the project, the Company is propose to export its 50% (Fifty Percent) of the production. Moreover, in the foreign market there is a very good demand of the Company's product.
(b) Since the company has the requisite infrastructure, and managerial capabilities to set up export sales office at Mumbai to manage its total export business as well as procurement of raw material as may be required. It will be convenient and economical to manage the operations of the Company if the Registered Office is shifted to Mumbai, in the State of Maharashtra.
(c) The Company has already acquired about 2000 Sq. feet (Two Thousand Square Feet) of office space in N. S. Road, Vile Parle, at Mumbai, in the State of Maharashtra. The office is well equipped with Telephones, Fax, Computers, and inter net communication facilities.
(d) The Company has all the requisite infrastructure, technical know-how, orders/agreements, suppliers, ready market for carrying on its business in the State of Maharashtra.
(e) Since the area of Administration functions of the Company will be mainly situated in the State of Maharashtra, it would be necessary and desirable to change its local area of its Administrative Office as well as Registered Office from the State of Madhya Pradesh to the State of Maharashtra, to carry on its business more economically and more efficiently, under the existing circumstances.
(f) A special resolution was duly passed in accordance with the provisions of Section 17 of the Companies Act, 1956 by means of Postal Ballot u/s 192A after due notice thereof as provided for in the Companies Act, 1956. (A certified true copy of the notice sent to the members along with Explanatory Statement is annexed hereto and marked as Annexure-A3.) The said special resolution is reproduced herein below:
RESOLVED THAT pursuant to Section 17(1) of the Companies Act, 1956 and subject to the confirmation of the Company Law Board/Central Government the Clause II of the Memorandum of Association of the Company be amended with a view to change the Registered Office of the Company from the State of Madhya Pradesh to the State of Gujarat.
A certified true copy of the aforesaid resolution is annexed hereto as Annexure-A4.
(a) In pursuance of regulation 36(1)(i) of the Company Law Board Regulations, 1991, the Company has published the General Notices in Two newspapers viz., in Dainik Bhaskar, a Hindi daily in Hindi Language and in Free Press Journal, an English Daily, and Newspaper. (Copy of the news papers marked and annexed as Annexure-A5 & A6)
(b) Pursuant to regulation 36(1)(ii) of the Company Law Board Regulations, 1991, the Company has sent Notices to all its creditors as on ................... As per the books and records of the Company, the total amounts due to.. (...) creditors, as on that date amounts to Rs. ............ (A certified true copy of the list of Creditors is annexed hereto and marked as Annexure- A7.) An affidavit, verified by two Directors of the Company, in this regard, is annexed hereto and marked as Annexure-A8. An affidavit proving the dispatch of notice and publication of general notices along with the newspaper cuttings is also annexed hereto and collectively marked as Annexure-A9.
(c) In the premises, the Company states and submits that the Hon'ble Company Law Board/Central Government may be pleased to allow the shifting of the Registered Office of the Company from the State of Madhya Pradesh to the State of Gujarat.
(d) The instant application would not in any manner prejudicially affect the rights and interests of the shareholders and creditors of the Company.
(e) In the facts and circumstances of the instant case, it is just and equitable that the Company be allowed to shift its Registered Office from the State of Madhya Pradesh to the State of Gujarat, as prayed for.
(f) This petition is made bona fide and in the interest of justice.
7. Matters not previously filed or pending with any other court
The petitioner declares that it has not previously filed any application, writ petition or suit regarding the matter in respect of which this petition is being made before any Court of law or any other authority or any other Bench or Board and no such application, writ petition or suit is pending before any of them.
8. Relief(s) sought
In view of the facts mentioned in paragraph 6 (Six) above, the Petitioner prays for the following relief(s):
(a) That the alteration of the Memorandum of Association of the Petitioner Company, sought to be made by the Special Resolution set out in paragraph 6 (Six)(f) hereinabove, passed by means of Postal Ballot u/s 192A, so as to change its Registered Office from the State of Madhya Pradesh to the State of Gujarat, be confirmed.
(b) Such other or further Order or Orders be made as to this Hon'ble Bench of Company Law Board may deem fit and proper. The grounds for the aforesaid prayer have been fully explained in the paragraph 6 (Six) hereinabove.
Legal Provision:
Under section 17(2) of the Companies Act, 1956 shifting of Registered Office of the Company from one State to another State has been prayed for in this petition.
9. Interim Order, if any, prayed for:
None.
10. Particulars of the demand draft evidencing payment of fee for the petition made:
Demand Draft No. ... dated ... 2007 for Rs. ... (Rupees ............... Only) drawn in favour of "Pay and Accounts Officer, Department of Company Affairs, ", payable at Mumbai is enclosed.
11. List of enclosure:
1. Certified true copy of the Certificate of Incorporation annexed as Annexure - A1.
2. Certified true copy of the Memorandum and Articles of Association of the Company is annexed hereto and marked as Annexure-A2.
3. Certified true copy of the notice for conducting the Postal Ballot along with draft special resolution and Explanatory Statement is annexed hereto and marked as Annexure-A3.
4. Certified true copy of the special resolution sanctioning the alteration in the Memorandum of Association is annexed hereto as Annexure-A4.
5. Copy of the newspapers marked and annexed as Annexure-A5 & A6.
6. Certified true copy of the list of Creditors is annexed hereto and marked as Annexure-A7.
7. Affidavit for verifying the list of Creditors.


CA. SANAT PYNE

( Expert )
07 January 2011

Specimen of the Notice to be published regarding filing of Petition before the Company Law Board/Central Government
BEFORE THE COMPANY LAW BOARD/CENTRAL GOVERNMENT
In the matter of section 17(4) of the Companies Act, 1956
AND
In the matter of ISE LTD.
having its registered office at 214, Chetak Center, Indore (M.P.)
(Petitioner)
Notice is hereby given that a petition under section 17 of the Companies Act, 1956, will be filed before Company Law Board/Central Government by the petitioner company for seeking confirmation of the alteration of Registered Office Clause i.e. clause II of the Memorandum of Association of the Company in terms of the special resolution passed on .............. at the extraordinary general meeting of the petitioner Company to enable it to change the place of its registered office from the State of Madhya Pradesh to the State of Gujarat. Any person whose interest is likely to be affected by the proposed alteration in the Memorandum may intimate to the Company Law Board/Central Government within 21 days of the date of publication of this notice, the nature of interest and grounds of opposition, if any, to the petition. Objections, if any, should be supported by an affidavit and should be sent in original to the said Bench Officer, with a copy to the Petitioner at the registered office of the Company mentioned below.
Dated ..........
For ............. pvt LTD.
DIRECTOR
Registered Office
............ (M.P.)


Ajay Mishra

( Expert )
07 January 2011

Hi

The change is within city town or village or outside the city town village. Please specify...


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