10 August 2009
i am changing the registered office address of a private limited company from one state to another. for the same a petition is to be filed to the Company Law Board. can anyone send me the format of such petition or a copy of it if some one of you have filed the same?
BEFORE THE COMPANY LAW BOARD SOUTHERN REGION BENCH CHENNAI IN THE MATTER OF COMPANIES ACT, 1956, SECTION 17 AND IN THE MATTER OF XYZ........................... PVT LTD.
M/S XYZ........................... PVT LTD. PETITIONER FLAT NO...................... .......................................... .......................................... ............................... THE HUMBLE PETITION OF THE PETITIONER MOST RESPECTFULLY SHOWETH
1. PARTICULARS OF THE PETITIONER COMPANY
a) The Petitioner M/s XYZ........................... PVT LTD (hereinafter called the Company) is a company registered under the Companies Act 1956 in the State of Andhra Pradesh. The Registration No. of the company is 01-0000000.
b) The Registered office of the company is at ....................................................................................., Secunderbad. - Andhra Pradesh.
c) The Authorised Share Capital of the company is Rs. 50,00,000/- and the Paid up Share Capital as per the latest Balance Sheet is Rs. 16,49,600/-.
d) The Company was incorporated on ........................................
e) M/s XYZ........................... PVT LTD is the petitioner, the address for service of all notice is their authorised representative Mr. , resident of.............................................................
2. JURISDICTION OF THE BENCH
The Registered Office of the company is at Hyderabad, Andhra Pradesh well within the jurisdiction of the Company Law Board, Regional Bench, Chennai.
3. LIMITATION
The Company further declares that the petition under section 17 of the Companies Act, 1956 is within the Limitation.
4. OBJECTS OF THE COMPANY :
The main objects of the Company are : 1. 2. 3. 4.
A certified true copy of the Memorandum and Articles of Association of the Company is annexed with the Petition as Annexure -A
5. FACTS OF THE CASE
After its incorporation, the Company became entitled to commence business, as specified in the Main Objects of the Memorandum of Association of the Company and is still carrying on its business from its registered office at................................., Secunderbad. - Andhra Pradesh.
Initially the operations of the Company were carried out from Hyderabad in the State of Andhra Pradesh, however, in the previous year the operations of the Company are mainly concentrated from its adminstrative office and Development Centre in Banglore in the State of Karnataka.
The Company accordingly in the Annual General Meeting held on 30th September 2004 passed a special resolution as under :-
“RESOLVED THAT the Registered Office of the Company be shifted from its present location at Hyderabad in the State of Andhra Pradesh to Banglore in the state of Karnataka and Clause II of the Memorandum of Association be amended by replacing State of Andhra Pradesh with the State of Karnataka.”
A true copy each of the notice convening the Annual Ordinary General Meeting of the Company , the Special Resolution altering Clause II of the Memorandum of Association of the Company and the minutes of the aforesaid Annual General Meeting are annexed herewith marked as Annexures ‘B’ ‘C’ and ‘D’ respectively.
6. JUSTIFICATION :
The re-location of the Registered office of the Company was felt necessary in view of the following :
(i) Initially the operations of the Company were carried out from Hyderabad in the State of Andhra Pradesh, however, in the previous year the operations of the Company are mainly concentrated from its adminstrative office and Development Centre in Banglore in the State of Karnataka.
(ii) It is felt that to enable the Company to carry on its business more economically and effectively and to further enlarge its area of operation the Registered office of the Company be shifted from Hyderabad in the State of Andhra Pradesh to Banglore in the State of Karnataka.
(iii) No one shall be prejudiced by the proposed alteration of the Memorandum of Association of the Company and it is just and equitable that the alteration be confirmed by the Honourable Board .
7. MATTERS NOT PREVIOUSLY FILED OR PENDING WITH ANY OTHER COURT.
The Petitioner Company has not filed any writ petitioner writ application / suit before any court/tribunal/Board for the same matter.
8. NEWSPAPER ADVERTISEMENT & NOTICE TO CREDITORS:
That in terms of the provisions of Regulation 36(1) (i) of the Company law Board Regulations, 1991, a general notice has been published in the Hyderabad edition of Business Standard ( EnglishDaily) in its issue dated and in the Hyderabad edition of Andhra Bhoomi ( Telugu Daily) in its issue dated . Copies of the same are enclosed as Annexure E.
That in terms of the provisions of Regulation 36(1) (ii) of the Company law Board Regulations, 1991, the Company has despatched on under Certificate of Posting individual Notices to each of the Creditors of the Company as on 30th April 2005. That a list of Creditors as on 30th April 2005 is annexed herewith marked as Annexure F.
That the authenticated copies of the List of Creditors as referred to above have been kept at the Registered Office of the Company and any person desirous of inspecting the same may at any time during the office hours, inspect and take extracts from the same.
9. RELIEF (S) SOUGHT
The Petitioner therefore respectfully prays your Honour:
a) That the alteration f the Memorandum of Association of the Company sought to be inserted by the special resolution as set out in paragraph 6 above and passed in the annual General Meeting of the Company held on 30th September 2004 be confirmed with the Notation “ The Registered Office of the Company will be situated in the State of Karnataka”.
b) Pass such further or other orders as this honourable Company law Board may deem fit and proper in the circumstances of the case and render justice.
10. INTERIM ORDER
The Petitioner Company does not seek any interim order.
PARTICULAS OF FEES FOR THE PETITION
The Filing fee of Rs. 1000/- paid by way of demand draft No. dated drawn by Bank branch in favour of Pay and Accounts Officer, Department of Company Affairs, Chennai.
LIST OF ENCLOSURES:
i) Memorandum and Articles of Association ( Annexure A) ii) Notice dated 6th September 2004, convening the Annual General Meeting of the Company on 30th September 2004. ( Annexure B) iii) Copy of the Special Resolution passed by the Company in the Annual General meeting held on 30th September 2004. ( Annexure C) iv) Minutes of the Annual General Meeting dated 30th September 2004. ( Annexure D) v) Copies of Public Notice . ( Annexure E) vi) Affidavit verifying petition. ( Annexure F) vii) List of Creditors ( Annexure G) viii) Affidavit verifying the List of Creditors by two Directors. ( Annexure G(a) 7 G (b)) ix) Affidavit verifying the despatch, publication and service of notice ( Annexure H) x) Copy of Board Resolution authorising to sign and appear. ( Annexure I) xi) Memorandum of Appearance. ( Annexure J) xii) Proof of Despatch of a set of Petition to the Chief Secretary, Government of Andhra Pradesh, Hyderabad ( Annexure K) xiii) Proof of Despatch of a set of Petition to the Registrar of Companies Andhra Pradesh, Hyderabad ( Annexure L)
Dated Banglore, this DAY OF 2005.
DIRECTOR FOR M/S XYZ........................... PVT LTD. PETITIONER.
Annexure C
EXTRACT OF THE RESOLUTION PASSED AT THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF M/S XYZ........................... PVT LTDHELD ON 30TH SEPTEMBER, 2004. ****************************************************************************
Relocation of Registered Office:
“RESOLVED THAT the Registered Office of the Company be shifted from its present location at Hyderabad in the State of Andhra Pradesh to Banglore in the state of Karnataka and Clause II of the Memorandum of Association be amended by replacing State of Andhra Pradesh with the State of Karnataka.”
CAclubindia
