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Change of registered office from one state to another state

rajesh (assistant company secretary) (38 Points)

06 January 2012

Dear Sir/Madam/Friends.

please provide me format of Notice,explanatory statement , Certified true copy of special resolution or if any document for change registered office one state to another state, which is attachment of form no.23.

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(Guest)

NOTICE Notice is hereby given that the Extra-Ordinary General Meeting of the members of the ____________________Private Limited will be held on Tuesday the 13th Day of December 2011 at 11.30 A. M. at Registered Office of the Company at __________________________________________________ to transact the following business: SPECIAL BUSINESS: 1. To pass the following resolution with or without further modification as Special Resolution: “RESOVLED THAT subject to the provisions of Section 17 of the Companies Act, 1956, subject to such other approvals as may be necessary and confirmation by Company Law Board, the Registered Office of the Company be shifted from Jaipur in the State of Rajasthan to Haridwar in the State of Uttarakhand and consequently the Clause II of the Memorandum of Association of the of the Company be altered by substituting the words in the “State of Rajasthan”: by the words in the “State of Uttarakhand, within the Jurisdiction of Registrar of Companies, Kanpur, Uttar Pradesh and Uttarakhand.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to sign and file the petition before the Company Law Board, Northern Region Bench, under Section 17 of the Companies Act, 1956 for confirmation of change in the registered office of the Company from the State of Rajasthan to State of Uttarakhand and do all such acts, deeds, things, obtain such approvals, as may be required and for that matter sign and file all such other documents, deeds, etc. as may be deemed fit in this connection.” “RESOLVED FURTHER THAT the board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things as may be necessary to give effect to the above change.” NOTES: - 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. FORM OF PROXY IS SEPARTELY ANNEXED. THE PROXY IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 2. Members / proxies should bring the attendance slip duly filed in for attending the meeting. 3. Relevant explanatory statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of resolutions set out under item No. 1 is annexed hereto.

(Guest)

EXPLANATORY STATEMENT UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956: ITEM No. 1: Your Board of Directors analyzes that number of business opportunities available in the State of Uttarakhand in the field of commodities and currency market and also various facilities and services provided by the State Government. In this view it is golden opportunities for the company to avail these opportunity in the interest of company’s future growth. In connection to this your Board of Directors has decided in their Board Meeting held on 19.11.2011 that the Registered Office of the Company be shifted from the State of Rajasthan to State of Uttarakhand. As per provisions of Section 17 and other applicable provisions, if any, of the Companies Act, 1956 such shifting of Registered Office require to alter Memorandum of Association of the Company and also required to obtained necessary of approval of Shareholders and Company Law Board and other authorities as required under the laws in which company doing business. Therefore your Board of Directors commends to pass the above said resolutions as Special Resolution. A copy of the Memorandum and Articles of Association as on date and also indicating the proposed amendments is available for inspection at the registered office of the Company on any working day during business hours. None of the directors are interested.

(Guest)

CERTIFIED TRUE COPY OF THE BOARD RESOLUTIONS : “RESOVLED THAT subject to the provisions of Section 17 of the Companies Act, 1956, subject to approval of the shareholders and such other approvals as may be necessary and confirmation by Company Law Board, the Registered Office of the Company be shifted from Jaipur in the State of Rajasthan to Haridwar in the State of Uttarakhand and consequently the Clause II of the Memorandum of Association of the of the Company be altered by substituting the words in the “State of Rajasthan”: by the words in the “State of Uttarakhand, within the Jurisdiction of Registrar of Companies, Kanpur, Uttar Pradesh and Uttarakhand.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to sign and file the petition before the Company Law Board, Northern Region Bench, under Section 17 of the Companies Act, 1956 for confirmation of change in the registered office of the Company form the State of Rajasthan to State of Uttarakhand and do all such acts, deeds, things, obtain such approvals, as may be required and for that matter sign and file all such other documents, deeds, etc. as may be deemed fit in this connection.” “RESOLVED FURTHER THAT the board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things as may be necessary to give effect to the above change.” “RESOLVED FURTHER THAT Directors of the Company be and are hereby authorised to enter appearance before the Registrar of Companies, Company Law Board, Northern Region bench, New Delhi and various other statutory and government authorities as may be required in due compliance for the proposed alteration and to act for every purpose connected with the proceedings for and on behalf of the Company, in the petition being filed before the Bench, under Section 17 of the Companies Act, 1956, seeking their approval for the change of the registered office of the Company from the State of Rajasthan to State of Uttarakhand, and further authorised to appoint Mr. Rajendra Chouhan, Practicing Company Secretary, to represent the company before Company Law Board, Northern Region bench, New Delhi and Registrar of Companies, in this regard.”

(Guest)

CERTIFIED TRUE COPY OF THE RESOULTIONS PASSED AT THE EXTRA ORDINARY GENERAL MEETING SPECIAL RESOLUTION: “RESOVLED THAT subject to the provisions of Section 17 of the Companies Act, 1956, subject to such other approvals as may be necessary and confirmation by Company Law Board, the Registered Office of the Company be shifted from Jaipur in the State of Rajasthan to Haridwar in the State of Uttarakhand and consequently the Clause II of the Memorandum of Association of the of the Company be altered by substituting the words in the “State of Rajasthan”: by the words in the “State of Uttarakhand, within the Jurisdiction of Registrar of Companies, Kanpur, Uttar Pradesh and Uttarakhand.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to sign and file the petition before the Company Law Board, Northern Region Bench, under Section 17 of the Companies Act, 1956 for confirmation of change in the registered office of the Company from the State of Rajasthan to State of Uttarakhand and do all such acts, deeds, things, obtain such approvals, as may be required and for that matter sign and file all such other documents, deeds, etc. as may be deemed fit in this connection.” “RESOLVED FURTHER THAT the board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things as may be necessary to give effect to the above change.”

(Guest)

MINUTES OF THE EXTRA-ORIDINARY GENRAL MEETING OF THE SHAREHOLDERS X Chairman of the meeting and he took the chair and welcomed the members to the meeting. After ascertaining that the requisite quorum for the meeting was present, the Chairman called the meeting to order. With the permission of the members, the notice of the meeting was taken as read. SPECIAL BUSINESS: ITEM NO. 1: SHIFTING OF REGISTERED OFFICE OF THE COMPANY: The proposal was discussed and Shri X proposed and Shri Y Seconded and thereafter members present at the meeting approved the proposal for shifting of registered office and following special resolution was passed unanimously: “RESOVLED THAT subject to the provisions of Section 17 of the Companies Act, 1956, subject to such other approvals as may be necessary and confirmation by Company Law Board, the Registered Office of the Company be shifted from Jaipur in the State of Rajasthan to Haridwar in the State of Uttarakhand and consequently the Clause II of the Memorandum of Association of the of the Company be altered by substituting the words in the “State of Rajasthan”: by the words in the “State of Uttarakhand, within the Jurisdiction of Registrar of Companies, Kanpur, Uttar Pradesh and Uttarakhand.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to sign and file the petition before the Company Law Board, Northern Region Bench, under Section 17 of the Companies Act, 1956 for confirmation of change in the registered office of the Company from the State of Rajasthan to State of Uttarakhand and do all such acts, deeds, things, obtain such approvals, as may be required and for that matter sign and file all such other documents, deeds, etc. as may be deemed fit in this connection.” “RESOLVED FURTHER THAT the board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things as may be necessary to give effect to the above change.” There being no other business, the meeting ended with a vote of thanks to the Chair.

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Archana (Company Secretary) (165 Points)
Replied 06 January 2012

(Printout on the letter head of the Company)

NOTICE

Notice is hereby given that an Extra-Ordinary General Meeting of the members of the ___ Private Limited be held on Thursday, 14^th May, 2009 at the office of the company at _____Bangalore-560001 at 11.00 A.M. to transact the following business:-

AS SPECIAL BUSINESS:-

1. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution: -

"RESOLVED THAT subject to the confirmation by the Company Law Board, pursuant to Section 17 and other provisions applicable of the Companies Act, 1956, if any, the Registered Office of the company be shifted from______ Pune-411014 i.e. from the State of Maharashtra to ______ Bangalore- 560001 i.e. to the State of Karnataka and consequently Clause II of Memorandum of Association of the Company be substituted as follows:

“II. The Registered Office of the Company will be situated in the State of Karnataka.”

RESOLVED FURTHER THAT Mr.____ and/or Mr. _____, Directors be and are hereby authorised to sign, submit, amend and modify the applications/forms/documents/declarations/undertakings/petition etc to be submitted to the Company Law Board and Registrar of Companies or any other competent authorities and to complete all the formalities relating to shifting of registered office from the State of Maharashtra to the State of Karnataka.”

BY ORDER OF THE BOARD

FOR _____ PRIVATE LIMITED

DIRECTOR

Date: 6^thMay, 2009

Place: Bangalore

NOTES: -

1. PROVISONS OF SECTION 173 (2) OF THE COMPANIES ACT, 1956 ARE NOT APPICABLE TO THE COMPANY.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT AS REQUIRED BY SECTION 173(2) OF THE COMPANIES ACT, 1956.

As required by Section 173(2) of the Companies Act, 1956 the following Explanatory Statement sets out all material facts relating to the business mentioned at Item 1 in the accompanying Notice of the Extra Ordinary General Meeting of the Company to be held at the venue, date and time mentioned therein.

Item 1:

Though the Registered Office of your Company is presently situated in the State of Maharastra, its Administrative office is located at Bangalor in the State of Karnataka. The Company is not presently undertaking any business activity in the State of Maharastra.

From shifting of Registered office from the State of Maharashtra to the State of Karnataka, there would be no revenue loss to the State of Maharastra as the Company presently is not undertaking any business activity within the State.

Due to shifting of the Registered office there would be no loss of employment to the residents of the State of Maharastra as the Company presently does not employ any person within the State of Maharashtra.

The alteration in the Memorandum of Association of the Company is subject to the Confirmation of the Company Law Board. Further it will not be prejudicial to interest of shareholders if the Registered Office of the Company be shifted from the ‘State of Maharastra’ to the ‘State of Karnataka’.

The Board of Directors recommends shifting of Registered Office and seek Shareholders’ approval in this behalf.

None of the Directors are interested in the Resolution.

BY ORDER OF THE BOARD

FOR _____ PRIVATE LIMITED

DIRECTOR

Date: 6^th May, 2009

Place: Bangalore

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