Nikitha (Article) (25 Points)
04 January 2012Hello,
A private limited company having its registered office at Pune is shifting to Bangalore. As per the Company Law, they have to file the petition at Central Government. So where do they exactly have to submit the papers.? And please provide me with detailed procedure for the same.
Thank you
Shruthi
CMA. CS. Sanjay Gupta
("PROUD TO BE AN INDIAN")
(114220 Points)
Replied 04 January 2012
The steps involved in changing the registered office from one state to another state
1. Call for a board meeting to decide on the change in the domicile clause.
2. In the board meeting fix up the date, time, place of the general meeting and approve the notices for this purpose, send the notices along with the proposed resolution and explanatory statement u/s 173(2).
3. Hold the general meeting and pass special resolutions.
4. After taking the approval of the members in GM, file a certified copy of the special resolution along with the explanatory statement in Form 23 with ROC.
5. Publish a general notice in at least one regional language newspaper and one English language newspaper circulated in the area in which registered office of the company is situated clearly stating the substance of the petition.
6. Send individual notices to all creditors/debenture holders of the company.
6. After a gap of one month from the date of sending notices as above, file petition with the Company Law Board (CLB) pursuant to the CLB Regulations, 1991. The petition has to be filed with the Regional Bench of the CLB at which the existing registered office is situated.
7. Serve a copy of the petition on the ROC.
8. Serve a copy of the notice along with a petition to the Chief Secretary to the Government of the State where the registered office of the company is situated or to the Administrator/Lt. Governor of the Union Territory where the registered office is situated in the Union Territory.
9. A hearing may take place at the CLB office at which creditors, if any, and the representatives of the company are heard before making any order.
10. After receiving the CLB order for shifting the registered office, the company is required to file certified copy of the order with the ROC along with Form No. 21 within 3 months of receipt of certified copy along
with the printed copy of the memorandum of association .
11. A certified copy of the order from the ROC within one month of the date of filing must be obtained.
12. The certified copy of the order should be filed with the ROC of the new state within one month of the date of the filing along with the certified copy of the memorandum of association.
13. The ROC of the new state i.e. at which registered office will be shifted will issue a fresh certificate of incorporation which will be conclusive evidence of the shift of registered office.
14. File Form No. 18 with the new ROC for the situation of the registered office
15. Necessary changes are required to be made in the letter heads ,books, records etc. of the company.
16. Arrange to adopt new common seal of the company.
(Note: In case of Listed Companies requirement of submitting information to Stock Exchange according to Listing Agreement shall be complied with.)
CMA. CS. Sanjay Gupta
("PROUD TO BE AN INDIAN")
(114220 Points)
Replied 04 January 2012
Specimen of Board resolution for shifting of the Registered office from one state to another state
I. By listed company
The Chairman informed the Board that presently the Company's Registered Office is situated in the state of Madhya Pradesh. He further informed that since two directors of the company are based at Ahmedabad (Gujarat) so to carry on the business activities more economically and efficiently. Further that the Gujarat State is a very advance state in the industrialisation of business; therefore if the Registered Office of the Company is shifted at Gujarat, it shall also help to enlarge the area of its business operations.
The Board considered that in terms of the provisions of section 17 of the Companies Act, 1956, the registered office of the Company may be shifted from one state to another by way of approval of the member with special resolution and confirmation of the Company Law Board.
The Chairman further informed that as the Company's securities are a listed with the recognised stock exchanges therefore, by virtue of section 192A read with Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, it is required to pass necessary resolution by means of Postal Ballot only. Therefore, it is required to send a notice to all the members along with the draft resolution explaining the reasons thereof, and requesting them to send their assent or dissent in writing on a postal ballot within a period of 30 days from the date of posting of the letter.
The Board considered and passed the following resolution unanimously:
RESOLVED THAT subject to the provisions of section 17, 146(2), 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, and confirmation of the Company Law Board, the consent of the Board of directors of the Company be and is hereby accorded for shifting of the Registered Office of the Company from the State of Madhya Pradesh to the State of Gujarat.
RESOLVED FURTHER THAT the notice alongwith the draft resolution and Explanatory Statement for conducting the Postal Ballot under section 192A of the Companies Act 1956, as placed before the Board duly initialed by the Chairman for the purpose of identification be and is hereby approved and Shri SJ, Director of the Company be and is hereby authorised to issue the notice as required under the above said Rules as applicable to the Company.
RESOLVED FURTHER THAT Shri SJ, Director of the Company be and is hereby authorised to file a copy of the Board Resolution along with the required calendar of events to the concerned Registrar of Companies as per requirement of the Rules.
RESOLVED FURTHER THAT Shri SJ, Director of the Company be and is hereby authorised for submission of the said notice to the Stock Exchange and for publication of an advertisement in the newspapers specifying the date of completion of despatch of Postal Ballots.
II. By unlisted company
The Chairman informed the Board that presently the Company's Registered Office is situated in the state of Karnataka. He further informed that the Company's manufacturing and business activities are based at Indore in the State of Madhya Pradesh and all the business functions are carried from the factory premises at 179/2, Pipliya Rao, Indore (M.P.) and from the corporate office at 104, Shreenath Niketan, 29, Snehlataganj, Indore (M.P.) and there are no activities in the state of Karnataka as such where the registered office is situated. Moreover all the directors and members of the Company are also based at Indore (M.P.). Therefore, it is very difficult to co-ordinate the matters from Indore to discharge the statutory obligations related to the registered office.
And since the State of Madhya Pradesh is a very advanced state in the industrialisation of business and has a potential market for the Company's product, therefore if the registered office of the Company is shifted to Madhya Pradesh, it shall help to carry on the business activities more economically and efficiently and also help to enlarge the area of its business operations.
The Board considered that in terms of the provisions of section 17 of the Companies Act, 1956, the registered office of the Company may be shifted from one state to another by way of approval of the members with special resolution and confirmation of the Company Law Board.
The Board considered the matter and after due discussion passed the following resolution unanimously:
RESOLVED THAT subject to the provisions of sections 17, 146(2) and confirmation of the Company Law Board, the consent of the Board of directors of the Company be and is hereby accorded for shifting of the registered office of the company from the state of Karnataka to the State of Madhya Pradesh.
RESOLVED FURTHER THAT the notice of the Extra Ordinary General Meeting alongwith the Explanatory Statement as placed before the Board duly initialed by the Chairman for the purpose of identification be and is hereby approved and Shri RS, Director of the Company be and is hereby authorised to issue the notice to the members
.
RESOLVED FURTHER THAT Shri RS and Shri VS, Directors of the Company be and are hereby authorised jointly and severally to sign the petition, application, affidavits and such other documents as may be necessary in relation to the said petition.
RESOLVED FURTHER THAT Shri DKJ, Practising Company Secretary, be and is hereby authorised to appear and represent the Company before the Company Law Board in the matter of the petition to be filed with the Company Law Board for its confirmation to the proposed alteration of the situation Clause of the Memorandum of Association be and is hereby authorised to make such statements, furnish such information and do such things as may be necessary in relation to the said petition.
CMA. CS. Sanjay Gupta
("PROUD TO BE AN INDIAN")
(114220 Points)
Replied 04 January 2012
Specimen of General Meeting Special Resolution
I By listed company
RESOLVED THAT pursuant to the provisions of section 17 read with section 146(2) and section 192A and other applicable provisions, if any, of the Companies Act, 1956 and subject to the confirmation of the Company Law Board the consent of the members of the Company be and is hereby accorded to shift the registered office of the Company from the state of Madhya Pradesh to the State of Gujarat.
RESOLVED FURTHER THAT the Clause No. II of the Memorandum of Association of the Company be and is hereby substituted by the following:
I. The Registered Office of the Company shall be situated in the State of Gujarat.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable for and on behalf of the Company.
Explanatory Statement Pursuant to Sec 173(2)
The Board of directors at their meeting held on 1st January, 2011 have decided to shift the registered office of the Company from the State of Madhya Pradesh to the State of Gujarat. In view of that the majority of the directors of the Company are based at Ahmedabad (Gujarat), so to carry on the business activities of the Company more efficiently and smoothly. Since the Gujarat state is the most developed state in the Industry, trade and commerce, therefore the shifting of the Registered Office shall help in expansion of the business activities and capture the market of Gujarat and Maharashtra also. Therefore as a whole it would be in the interest of the Company, its members and general public to shift the Registered Office of the Company at Gujarat.
As per sections 17 and 146(2) of the Companies Act, 1956 the registered office of the Company may be shifted outside the local limits of any city, town or village on the authority of the special resolution passed by the Company and subject to the confirmation of the Company Law Board, therefore, it has become necessary to seek your consent by way of special resolution to give effect to such provision.
Your Board recommend to pass the above said resolution through the postal ballot process as per provisions of the section 192A of the Act read with the Companies [Passing of resolution by Postal Ballot] Rules, 2001.
Draft amended copy of the Memorandum of Association has been placed at the Registered Office of the Company for inspection during the business hours till the close of the postal ballot process.
None of the Directors of the Company has any interest or concern in the resolution except as members of the company.
II. By unlisted company
RESOLVED THAT pursuant to the provisions of section 17 read with section 146(2) and other applicable provisions, if any, of the Companies Act, 1956 and subject to the confirmation of the Company Law Board the consent of the members of the Company be and is hereby accorded to shift the registered office of the Company from the state of Karnataka to the state of Madhya Pradesh.
RESOLVED FURTHER THAT the Clause No. II of the Memorandum of Association of the Company be and is hereby substituted by the following:
'II. The Registered Office of the Company shall be situated in the State of Madhya Pradesh.'
RESOLVED FURTHER THAT Shri RS and/or Shri VS, Directors of the Company be and are hereby authorised severally to sign the petition, application, affidavits and such other documents as may be necessary in relation to file a petition before the Company Law Board for and on behalf of the Company.
RESOLVED FURTHER THAT Shri YKJ and/or Shri DKJ, Practising Company Secretaries be and are hereby severally authorised to submit Memorandum of Appearance and to appear and represent the Company before the Company Law Board in the matter of the petition under section 17(2) of the Companies Act, 1956 to be filed with the Bench for their confirmation to the proposed alteration of the situation Clause of the Memorandum of Association be and is hereby authorised to make such statements, furnish such information and do such things as may be necessary in relation to the said petition.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable for and on behalf of the Company.
CMA. CS. Sanjay Gupta
("PROUD TO BE AN INDIAN")
(114220 Points)
Replied 04 January 2012
Specimen of Petition under section 17(2) for shifting of registered office
Original Petition No ............ of 2011
BEFORE THE COMPANY LAW BOARD
WESTERN REGION BENCH, MUMBAI
In the matter of: - The Companies Act, 1956 -- Section 17(2)
And
In the matter of: - ISE LIMITED
(a Company registered under the Companies Act, 1956 and having its Registered office
at "IH", 204, Saket Nagar, Indore, M.P.- 452 001)
......... Petitioner
DETAILS OF PETITION
1. Particulars of the Company:
(a) The Company above named, ISE LIMITED (hereinafter referred to as "the Company") was incorporated as a Public Company Limited by shares on 7th Day of February, 1994 (Seventh Day of February, One Thousand Nine Hundred and Ninety-Four) under the provisions of the Companies Act, 1956, by the name of ISE LIMITED. Certificate of Incorporation No. 10-xxxxx of 1994 was obtained from the Registrar of Companies, Madhya Pradesh, Gwalior (M.P.) (Certified True Copy of the Certificate of Incorporation annexed as Annexure – A1)
(b) The Registered Office of the Company is presently situated at Saket Nagar Indore-452001 in the state of Madhya Pradesh.
(c) Authorised share capital of the Company is Rs. 5,50,00,000 (Rs. Five Crores Fifty Lacs Only) divided into 55,00,000 (Fifty-Five Lacs) Equity Shares of Rs.10 (Ten) each. The issued, subscribed and paid-up share capital of the Company is Rs. 2,50,00,000 (Rs. Two Crores Fifty Lacs Only) divided into 25,00,000 (Twenty Five Lacs) Equity Shares of Rs.10 (Ten) each. Out of that Rs. 50,00,000 (Rs. Fifty Lacs Only) due from the Shareholders as a calls in arrear.
(d) The main object for which the Company was incorporated are set out in clauses 1 and 2 of clause III of the Memorandum of Association of the Company. A Certified true copy of the Memorandum and Articles of Association of the Company is annexed hereto and marked as Annexure-A2).
(e) After incorporation, the Company could not commence its business activities. Due to change its product mix in 1994 and with increased capacity to have economies of scale, the various Government approvals took the Company long then expected and actual implementation could start by January 1995. The Company is presently setting up its project to manufacture dye intermediates such as Beta Napthol, Bon Acid, Gamma Acid, and its bye products with difference capacities.
2. Particulars of the petitioner:
The Company is the Petitioner.
3. Particulars of respondents:
There is no respondent.
4. Jurisdiction of the Bench:
The Registered Office of the Company is situated in the State of Madhya Pradesh. The petitioner declares that the matter of the petition is within the jurisdiction of the Company Law Board, Western Region Bench, Mumbai.
5. Limitations:
The Petition is for shifting of the registered Office of the Company from the State of Madhya Pradesh to the Stateof Gujarat. Section 17 of the Companies Act, 1956 does not provide any time limit for filing the petition.
6. Facts of the case are given below:
(a) The Company is presently setting up its project to manufacture dye intermediates such as Beta Napthol, Bon Acid, Gamma Acid and its bye products with different capacities. After setting up the project, the Company is proposed to export its 50% (Fifty Per cent) of the production. Moreover, in the foreign market there is a very good demand of the Company's product.
(b) Since the company has the requisite infrastructure, and managerial capabilities to set up export sales office at Mumbai to manage its total export business as well as procurement of raw material as may be required. It will be convenient and economical to manage the operations of the Company if the Registered Office is shifted to Ahmedabad, in the State of Gujarat.
(c) The Company has already acquired about 2000 Sq. feet (Two Thousand Square Feet) of office space in N. S. Road, at Ahmedad in the State of Gujarat. The office is well equipped with Telephones, Fax, Computers, and internet communication facilities.
(d) The Company has all the requisite infrastructure, technical know-how, orders/agreements, suppliers, ready market for carrying on its business in the State of Gujarat.
(e) Since the area of Administration functions of the Company will be mainly situated in the State of Gujatar, it would be necessary and desirable to change its local area of its Administrative Office as well as Registered Office from the State of Madhya Pradesh to the State of Gujarat, to carry on its business more economically and more efficiently, under the existing circumstances.
(f) A special resolution was duly passed in accordance with the provisions of section 17 of the Companies Act, 1956 by means of Postal Ballot under section 192A after due notice thereof as provided for in the Companies Act, 1956. (A certified true copy of the notice sent to the members along with Explanatory Statement is annexed hereto and marked as Annexure-A3.) The said special resolution is reproduced hereinbelow:
RESOLVED THAT pursuant to Section 17(1) of the Companies Act, 1956 and subject to the confirmation of the Company Law Board the Clause II of the Memorandum of Association of the Company be amended with a view to change the Registered Office of the Company from the State of
Madhya Pradesh to the State of Gujarat.
A certified true copy of the aforesaid resolution is annexed hereto as Annexure-A4.
(g) In pursuance of regulation 36(1)(i) of the Company Law Board Regulations, 1991, the Company has published the General Notices in Two newspapers viz., in Dainik Bhaskar, a Hindi daily in Hindi Language and in Free Press Journal, an English Daily, and Newspaper. (Copy of the news papers marked and annexed as Annexures-A5 and A6)
(h) Pursuant to regulation 36(1)(ii) of the Company Law Board Regulations, 1991, the Company has sent Notices to all its creditors as on ................... As per the books and records of the Company, the total amounts due to.. (...) creditors, as on that date amounts to Rs. ............ (A certified true copy of the list of Creditors is annexed hereto and marked as Annexure- A7.) An affidavit, verified by two Directors of the Company, in this regard, is annexed hereto and marked as Annexure-A8. An affidavit proving the dispatch of notice and publication of general notices along with the newspaper cuttings is also annexed hereto and collectively marked as Annexure-A9.
(c) In the premises, the Company states and submits that the Hon'ble Company Law Board may be pleased to allow the shifting of the Registered Office of the Company from the State of Madhya Pradesh to the State of Gujarat.
(d) The instant application would not in any manner prejudicially affect the rights and interests of the
shareholders and creditors of the Company.
(e) In the facts and circumstances of the instant case, it is just and equitable that the Company be allowed to shift its Registered Office from the State of Madhya Pradesh to the State of Gujarat, as prayed for.
(f) This petition is made bona fide and in the interest of justice.
7. Matters not previously filed or pending with any other court
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.
8. Relief(s) sought In view of the facts mentioned in paragraph 6 (Six) above, the Petitioner prays for the following relief(s):
(a) That the alteration of the Memorandum of Association of the Petitioner Company, sought to be made by the Special Resolution set out in paragraph 6 (Six)(f) hereinabove, passed by means of Postal Ballot under section 192A, so as to change its Registered Office from the State of Madhya Pradesh to the State of Gujarat, be confirmed.
(b) Such other or further Order or Orders be made as to this Hon'ble Bench of Company Law Board may deem fit and proper. The grounds for the aforesaid prayer have been fully explained in the paragraph 6 (Six) hereinabove.
Legal Provision:
Under section 17(2) of the Companies Act, 1956 shifting of Registered Office of the Company from one State to another State has been prayed for in this petition.
9. Interim Order, if any, prayed for:
None.
10. Particulars of the demand draft evidencing payment of fee for the petition made:
Demand Draft No. ... dated ... 2011 for Rs. 1,000 (Rupees One Thousand Only) drawn in favour of "Pay and Accounts Officer, Ministry of Corporate Affairs, ", payable at Mumbai is enclosed.
11. List of enclosure:
I. Certified true copy of the Certificate of Incorporation annexed as Annexure - A1.
II. Certified true copy of the Memorandum and Articles of Association of the Company is annexed hereto and marked as Annexure-A2.
III. Certified true copy of the notice for conducting the Postal Ballot along with draft special resolution and Explanatory Statement is annexed hereto and marked as Annexure-A3.
IV. Certified true copy of the special resolution sanctioning the alteration in the Memorandum of Association is annexed hereto as Annexure-A4.
V. Copy of the newspapers marked and annexed as Annexures-A5 and A6.
VI. Certified true copy of the list of Creditors is annexed hereto and marked as Annexure-A7.
VII. Affidavit for verifying the list of Creditors.
CMA. CS. Sanjay Gupta
("PROUD TO BE AN INDIAN")
(114220 Points)
Replied 04 January 2012
Specimen of the Notice to be published regarding filing of Petition before the Company Law Board
BEFORE THE COMPANY LAW BOARD
In the matter of section 17(4) of the Companies Act, 1956
AND
In the matter of ISE LTD.
having its registered office at Chetak Center, Indore (M.P.)
(Petitioner)
Notice is hereby given that a petition under section 17 of the Companies Act, 1956, will be filed before Company Law Board by the petitioner company for seeking confirmation of the alteration of Registered Office Clause i.e. clause II of the Memorandum of Association of the Company in terms of the special resolution passed on .............. at the extraordinary general meeting of the petitioner Company to enable it to change the place of its registered office from the State of Madhya Pradesh to the State of Gujarat. Any person whose interest is likely to be affected by the proposed alteration in the Memorandum may intimate to the Company Law Board within 21 days of the date of publication of this notice, the nature of interest and grounds of opposition, if any, to the petition. Objections, if any, should be supported by an affidavit and should be sent in original to the said Bench Officer, with a copy to the Petitioner at the registered office of the Company mentioned below.
Dated ..........
For ISE LTD.
DIRECTOR
Registered Office
Chetak Center, Indore (M.P.)
CMA. CS. Sanjay Gupta
("PROUD TO BE AN INDIAN")
(114220 Points)
Replied 04 January 2012
Specimen of Board Resolution for approval of Memorandum of Appearance
RESOLVED THAT Mr. A, Company Secretary and failing him Mr. B, Advocate of the Company be and are hereby authorised to file the petition before the Bench Officer, Company Law Board, Western Region Bench under section 17 of the Companies Act, 1956 for confirmation of alteration in the situation clause of the Memorandum of Association of the Company.
RESOLVED FURTHER THAT Mr. A, Company Secretary and failing him Mr. B, Advocate be and is hereby authorized to enter appearance before the Bench Officer, Company Law Board, Western Region in the petition under section 17, filed for seeking their approval for the confirmation of the alteration in the situation clause of the memorandum of Association pursuant to the special resolution passed at the annual/extraordinary general meeting of the Company on _________.
RESOLVED FURTHER THAT Mr. A and B are further authorized to accept such modifications/ alteration/ variation in the resolution as may be deemed necessary by the Company Law Board while giving their approval for the same.
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