Such petition is not necessary for change of objects.
CLB sanction is necessary only for inter-State shifting of registered office.
The petition under sub-scction (2) for confirming
alteration in Memorandum of Association as to change of place of the
registered office from one State to another has to be made in Form No. I of
Annexure-II and as per Regulation 36 of CLB Regulations, 1991 before the
Regional Bench of the Company Law Board, accompanied by (he following documents
and application fee of Rs. 1000/-:
(1) Copy of
the memorandum and articles of association.
(2) Copy of
the notice calling the meeting with Explanatory Statement.
(3) Copy of
the Special Resolution sanctioning the alteration by the members of the
company.
(4) Copy of
the minutes of the meeting at which the Special Resoultion was passed.
(5) Copy of
the latest audited balance-sheet with the profit and loss account of the
company with auditor’s report and directors’ report.
(6) List of
creditors and debenture holders and evidence of service of notice on them under
U.P.C.
(7) Affidavit
veryfying list of creditors as per Regulation 36(7).
(8) Affidavit
proving despatch and service of notice together with newspaper cuttings.
(9) Affidavit
verifying the petition.
(10) Acknowledgment
receipts from the Registrar of Companies/Regional Director and/or from the
Chief Secretary of the State Government/Administrator, where applicable [See
Regulation 14(3) (and 36(2))].
(11) Bank
draft or bankers cheque evidencing payment of application fee.
(12) Memorandum
of appearance in Form No. 5 of Annexure II with copy of the Board Resolution or
the executed Vakalatnama, as the case may be.
Publish
a general notice, at least once, in the district in a daily newspaper published
in English and in the principal language of the district in which the
registered office of the company is situated, and circulating in that district
clearly indicating the substance of the petition and stating that any person
whose interest is likely to be affected by the proposed alteration of the
memorandum may intimate to the Bench Officer within twenty-one days of the date
of publication of that notice stating the nature of interest and grounds of
opposition. Where no objection has been received from any of the patties who
have been duly served, the Bench Officer may put up the petition for orders
without hearing.
The company shall, not less than one month before
filing the petition, publish a general notice in the daily newspapers (in
regional language and in English language) circulating in the District in which
registered office is situated for inviting objections, if any, and also serve
under certificate of posting individual notices on each debenture-holder and
creditor [Regulation 36(l)(i)]. Petition is required to be filed within two
months from the date upto which the list of creditors is prepared and notice to
creditors/debenture-holders be issued Under Postal Certificate (UPC) within one
month before the date of filing the petition before CLB [Regulation 36(6)]. The company may seek dispensation
from the requirement of service of notice on the debenture-holders/creditors by
making an interlocutory application, in terms of Regulation 48.
In case of change of registered office from one State
to another, notice of the petition may be served by registered post on the
Chief Secretary of the State Government or the Administrator or the Lt.
Governor, as the case may be. A copy of the petition shall also be served on
the Registrar of Companies (also on the Regional Director in case of a section
25 company). An affidavit to prove despatch, publication and service of notice
should be enclosed with the petition.
It may also be ensured that the services of
employees and workers are not terminated and they are also not retrenched
consequent upon shifting of the registered office
No comments:
Post a Comment