Ministry has issued a notification on 10/074/2012 and delegated the powers of section 17, 141 & 188 of the Companies Act, 1956 to the Regional Director and also change the procedure of filing the Petition for the approvals in the respective sections.
The changed procedure has been effective w.e.f. 12th August, 2012.
Revised Procedure for filing petition for changing the Registered Office from one State to another State
1. Hold a Board Meeting to consider the proposal and approve the notice of General Meeting and authorise the CS or Director to move a petition to Regional Director.
2. Issue the notice of General Meeting.
3. Hold General Meeting and pass the Special Resolution which is subject to the approval of Regional Director.
4. File form 23 within 30 days of Special Resolution.
5. In case of listed companies:-
a. Forward three copies of notice to the SE where the shares of the Company are listed.
b. Forward to the SE the proceedings (minutes) of the BM and GM.
6. Prepare a list of Creditors and Debenture holders and intimate them accordingly. The list is required to be filled with the petition and should be duly verified by an affidavit.
7. Atleast one month before filing the petition under Section 17 along with from 24AAA, the company is required to publish a general notice in a newspaper one in regional language and one in English in daily newspaper circulating in the State.
8. The notice shall state that any person whose interest is likely to be affected due to change may intimate to the Regional Director within 21 days of the notice.
9. The notice is also required to be send to each Creditor and Debenture holder of the Company under Certificate of Posting
10. A copy of notice along with the copy of petition is also required to be sent to the Chief Secretary of the State or Union Territory concerned.
11. Any person intending to oppose the petition shall within 21 days from the date of service or publication of the notice, as the case may be deliver or send by registered post, the objections supported by an affidavit, in original to the Regional Director and shall also serve a copy of the objections on the company at its registered office.
12. If no response is received by the Regional Director within the specified time all the person concerned shall be deemed to have consented to the alteration proposed in the petition. However, the Regional Director may permit any person to file objections even after the final hearing after giving notice to the Company.
13. Prepare petition in revised form no. 1 and File it in e Form 24AAA of the Companies Act, 1956. It should be duly verified by an affidavit.
14. Following documents are to be attached with form 24AAA:
a. Copy of complete set of petition
b. Affidavit verifying the petition
c. Copy of notice calling for meeting with explanatory statement
d. Copy of Special Resolution sanctioning the alteration by the members
e. Copy of minutes of the meeting at which the special resolution was passed
f. Memorandum of appearance with copy of Board Resolution or the executed vakalatnama, as the case may be.
g. Affidavit proving dispatch and service of notice together with newspaper cuttings
h. Affidavit verifying list of creditors
15. The petition shall contain a list of Creditors and / or debenture holders stating the name, address and amount due to each of them to the latest practicable date preceding the ate of filing of the petition which shall not precede the date of filing by more than one month. An authenticated copy of list of creditors and debenture holders shall be kept at the registered office of the Company for inspection purpose.
16. The above list of Creditors and / or debenture holders shall be verified by an affidavit sign by the 2 Directors one of whom shall be Managing Director, if there is one, and Company Secretary, if any, to the effect that they have made full inquiry into the affairs of the Company and, having done so, have formed the opinion that the above list is correct.
17. Where no objection has been received, the Regional Director may pass necessary Orders with or without Hearing.
18. Following documents are required to be attached with the petition:-
a. Certified copy of the amended MOA and AOA.
b. Copy of the notice calling the General Meeting with explanatory statement.
c. Copy of Special Resolution.
d. Minutes of the General Meeting.
e. Affidavit verifying the petition.
f. Bank Draft\Challan evidencing payment of Fee.
g. Memorandum of appearance along with the copy of Board Resolution or duly executed Vakalatnama.
h. Copy of the latest audited balance sheet and profit and loss account of the company along with auditors’ and directors’ report.
i. Affidavit proving the dispatch and service of notice together with newspaper cutting.
j. Certified copy of List of Creditors along with the affidavit verifying the list of Creditors.
k. Acknowledgement of the receipt from the Chief Secretary of the State Government/ Administrator, where applicable.
19. The Company shall within 30 days from receiving the order file the Certified copy of the orders to the ROC in form no. 21 along with the prescribed filing fees.
20. File form 18 within 30 days of change.
21. The Registrar shall within one month of filing the order register the same and shall issue a certificate indicating new CIN to that effect and thereafter the Company shall be required to file all the documents with the ROC in whose jurisdiction, the registered office of the company has been situated.
22. Make alteration in the MOA with respect to the state in every copy of Memorandum.
23. Notify the change of registered office in newspaper.
24. Each stationery, banner, signboard, bills, invoice etc. should show the new address and necessary advice should be sent to shareholders, debenture holders, and other concerned parties.
Notice in paper
…………………Ltd
Registered Office……….
Notice is hereby given that the Company is Changing its Registered Office, subject to the approval of shareholders and Regional Director, from the State of ……..to the State of ……… any person whose rights or interests are likely to be affected due to such change may intimate to the Regional Director within 21 days of this notice with a copy to the Company at its registered office.
Date:-
Place:- For…………… ……….Ltd
Company Secretary
Specimen petition to the Central Government (Regional Director)
Pursuant to section 17(2) of the Companies Act, 1956
FOR CHANGE IN THE REGISTERED OFFICE
FROM THE STATE OF ……TO THE STATE OF …………..
ORIGINAL PETITION NO…….OF 2012
BEFORE THE REGIONAL DIRECTOR, ………….
IN THE MATTER OF THE COMPANIES ACT, 1956 SECTION 17(2)
AND
IN THE MATTER OF …………..LTD
(a company registered under the Companies Act, 1956 and having its registered office at ……………….………………..)
(Petitioner)
DETAILS OF THE PETITION
1. Particulars of the Company
a. The petitioner Company is a company incorporated under the Companies Act, 1956.
b. The Registered Office of the Company is presently situated at …………… …….……… ………….. In the state of ……………………
c. Authorised Share Capital of the Company is Rs. 10,00,00,000 (Rupees Ten Crore) divided in to 1,00,00,000 shares of Rs. 10/- each. The issued, subscribed called and paid up capital of the Company is Rs. 5,00,00,000 (Rupees Five Crore Only) divided into 50,00,000 shares of Rs. 10/- each.
d. The Main object for which the Company was incorporated are set out in clauses 1,2 and 3 of the Clause III(A) of the MOA which is annexed hereto and marked as Annexure- 4
e. The petitioner company declares that the subject matter of the petition is within the jurisdiction of the Regional Director / Registrar of Companies.
2. The petition is for shifting of the Registered Office of the Company from the State of ……….to the State of …….. and under Section 17 of the Companies Act, 1956.
3. The petitioner further declares that the petition is within the limitations laid down in section …… of the companies Act, 1956( or securities act, 1956) (where applicable)
4. Facts of the Case …………………….
5. The Company has passed Special Resolution under Section 17 of the companies Act, 1956 at the General Meeting of the Company held on …….. after due notice thereof as provided under the Companies Act, 1956 and has filed form 23 to that effect to the ROC the said resolution is reproduced herein below:
“RESOLVED THAT pursuant to the provisions of Section 17 read with section 146(2) and other applicable provisions, if any, of the Act and subject to the approval of the CLB the consent of the members of the Company be accorded to shift the registered office of the Company from the state of ………….. to the state of …………..”
“FURTHER RESOVED THAT the clause II of the Memorandum of Association of the Company be and is hereby substituted by the following:
II- The Registered Office of the company is situated in the State of ………”
“FURTHER RESOLVED THAT Shri ……….. Company Secretary and Shri ……….., Director of the company be and are hereby authorised to do all such acts, deeds and things as may be necessary to give effect the above resolution.”
6. 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.
7. In view of the facts mentioned in paragraph 4 (Four) above, the petitioner prays for the following relief(s):
a. That the alteration of the Memorandum of Association of the petitioner company, as set out in the Special Resolution passed in the General Meeting of the company passed on ……. So as to change the registered office of the company form the state of ………..to the state of ……….
b. Such other orders s may the Hon’ble Bench may deem fit and proper.
8. List of enclosures
For ………….Ltd.
Director
Date:
Place:
Specimen of Affidavit for verifying petition
ORIGINAL PETITION NO…….OF 2012
BEFORE THE REGIONAL DIRECTOR, ………
IN THE MATTER OF THE COMPANIES ACT, 1956 SECTION 17(2)
AND
IN THE MATTER OF …………..LTD
(a company registered under the Companies Act, 1956 and having its registered office at ………………..)
(Petitioner)
AFFIDAVIT VERIFYING THE PETITION
I,…………………………………………….. S/o Shri ……………………………… aged about………..years presently residing at ……………………………………. Do hereby solemnly affirm and state as follows:
1. I am a director of the ………………. Ltd (petitioner company) and I am duly authorised to make the affidavit to its behalf.
2. The statement made in the paragraphs 1 and 2 are true to my knowledge, and the statements made in paragraphs 3,4 and 5 are based on the information received by me from the records of the company and I believe same to be true.
I do affirm that this declaration is true, that it conceals nothing and that no part of its is false. Solemnly affirmed on …th day of ……..., 2012.
Date:
Place: For …………………..Ltd.
Director
CAclubindia
