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Special resolution (Corporate Law)

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This query is : Resolved


( Author )
13 April 2012

hi, can any one provide me with a format of special resolution and Board resolution and also for notice for calling an egm for the change of registered office of the company within the outside locallimitsof the city but within the same state.


CMA. CS. Sanjay Gupta

( Expert )
14 April 2012

Specimen of members' special resolution for shifting of Registered Office from one place to another place outside the limit of the city:-

I. By unlisted company

RESOLVED THAT pursuant to the provisions of section 146 of the Companies Act, 1956 and any other provisions applicable, if any, the Registered office of the Company be and is hereby shifted from 38, Jaora Compound, Jethva Chambers, Opp. M.Y. Hospital Indore (M.P.) to 67, Aradhna Nagar, Kotra Bhopal (M.P.) w.e.f. ……………... which falls within the State of Madhya Pradesh but outside the local limits of the City of Indore.

RESOLVED FURTHER THAT Shri DKJ, Director of the Company be and is hereby authorised to file e-Form 18 with the Registrar of Companies and to take suitable action for the implementation of the above said decision of the Board.

Explanatory Statement [Sec 173(2)]

As per provisions of Section 146(2) of the Companies Act, 1956 read with proviso (b) thereto, shifting of registered office of a company outside the local limits of any city or town requires approval of shareholders by way of Special Resolution.

With a view to improve co-ordination and communication between the corporate, marketing and site offices, the Board of Directors considered and subject to approval of shareholders, approved the proposal for shifting the registered office to 67, Aradhna Nagar, Kotra in Bhopal (M.P.), where the manufacturing site, marketing offices and the technology labs of the Company are currently located. The proposed location is outside the local limits of Indore city and therefore requires approval of shareholders by way of special resolution. If approved, the registered office will be moved to 67, Aradhna Nagar, Kotra Bhopal (M.P.) with effect from ………………..

The Directors recommend the approval of the special resolution.

None of the Directors is concerned or interested in the resolution.


II. By listed company

RESOLVED THAT pursuant to the provisions of Sections 17, 146, 192A and other applicable provisions, if any, of the Companies Act, 1956, the Registered office of the Company be changed from Plot No. 132 Mahavir Nagar, Indore (M.P.)-452001 to Plot No. 1 Industrial Area, Bhopal (M.P.) which falls within the State of Madhya Pradesh but outside the local limits of the City of Indore.

RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to make an application with the Registrar of Companies seeking its confirmation and to do all such acts, deeds, matters and things as may be necessary in connection therewith or incidental or ancillary thereto.

Explanatory Statement [Sec 173(2)]

The Company has taken office space on lease from its associate Company. This office is located at Plot No. 1 Industrial Area, Bhopal (M.P.) which falls outside the local limits of Indore City.

The Corporate Office of the Company is located at this address and the Company’s senior personnel are now working at this office. Your Directors believe that not only the Company’s business interests and contacts with the business community as a whole are best served by having the registered office at the location of the executive management of the Company but also it would be more economical and more efficient to manage the entire operations if the registered office is also situated at Bhopal (M.P.).

Section 146(2) of the Companies Act, 1956 (the “Act”) provides that the registered office of the Company shall not be removed outside the local limits of any city, town or village except with the authority of a special resolution passed by the shareholders. Section 192A of the Act read with Companies (Passing of the Resolutions by Postal Ballot) Rules, 2001 provides that change in place of the registered office outside the local limits of any city, town or village as specified in sub-section (2) of Section 146 shall be passed through postal ballot.

The change in registered office within the State of Madhya Pradesh but outside the local limits of the city of Indore does not result in change in jurisdiction of the Registrar of Companies.

This resolution has been proposed under Section 146 and Section 192A of the Act, read with Companies (Passing of the Resolutions by Postal Ballot) Rules 2001, which require passing of a special resolution for the changing of the registered office within the State of Madhya Pradesh but outside the local limits of the city of Indore.

Your Directors recommend the Special Resolution for your approval.

None of the Directors is concerned or interested in the said resolution.


Kinjal

( Author )
14 April 2012

Thanks for the reply.


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