18 January 2012
thanks in advance. explanatory statement regarding changing the registered office from one state to another state. and specimen of certified true copy of special resolution.
18 January 2012
Specimen Special Resolution for alteration of Memorandum to shift the registered office from one State to another
"Resolved that pursuant to the provisions of Section 17 and other applicable provisions, if any, of the Companies Act, 1956 and subject to the approval of the Hon'ble Company Law Board and other authorities, if any, the Registered Office of the Company be shifted from __________ to ___________"
"Resolved further that subject to the receipt of the approval of the Company Law Board and other regulatory authorities for change in the registered office address of the Company from ___________________to pursuant to Section 17 and other applicable provisions of the Companies Act, 1956 Clause II of the Memorandum of Association of the Company be altered by substituting the words "_________________" by the words "________________" and be read as follows
II. The Registered Office of the Company will be situated in the State of _______.
Resolved further that for giving effect to this Resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things as the Board may, in its absolute discretion, consider necessary, expedient, usual, proper or incidental and to delegate all or any of the aforesaid powers/authorities to any committee of Directors and/or officers or to any one or more directors, officers, advisors or consultants of the Company or hire the legal advisor/consultants for any of the above mentioned work/act."
Explanatory Statement pursuant to Section 192A and Section 173(2) of the Companies Act, 1956
Presently, the Registered Office of the Company is situated at _____________________________ . However, keeping in view the growth potential and the opportunities in the state of _________ coupled with the low cost of human resources and other physical infrastructure facilities as required for the business, the Company desires to enlarge, widen, expand and extend the area of operations of the Company into the state of __________. Further, the Company, in future, will like to focus its main operations/projects in the state of _________ and its surrounding areas which will enable the Company to conduct its operations more economically and efficiently. Furthermore, considering that some of the group companies have their offices and operations in ______, for ease of administration and cost effectiveness it is proposed to shift the registered office of the Company to _________.
Accordingly, your Board of Directors have proposed the shifting of the Registered office of the Company from __________to the state of _______ i.e. from _____________ to __________.
In accordance with the provisions of Section 11 of the Companies Act, 1956 pursuant to the shifting of the Registered Office from one state to another alteration In Clause II of the Memorandum of Association of the Company is required, which requires the approval of shareholders in the General Meting by way of Special Resolution to give effect to such change.
In view of the above, your approval is sought for altering Clause II of the Memorandum of Association of the Company.
The proposed change will in no way be detrimental to the interest of any member pf Public, Employees or other Associates of the Company in any manner whatsoever.
None of the Director(s) is deemed to be interested or concerned in the proposed resolution.
CAclubindia
