¨
Call for a board meeting to decide on the
change in the domicile clause in MOA.
Hold
a Board Meeting after giving notices to all the directors of the company to
decide about the change and to fix up the date, time, place and agenda for a
General Meeting to pass a Special Resolution for altering the Memorandum of
Association in this regard subject to confirmation of the Company Law Board.
¨
Send notice to the shareholders and hold
EGM to pass the resolution as a Special resolution (21 days clear notice is
required to be given)
Issue
notice for the General Meeting by giving not less than twenty-one days notice
in writing proposing the Special Resolution with suitable Explanatory
Statement. Hold the General Meeting and pass the Special Resolution by
three-fourths majority subject to the confirmation of the Company Law Board.
¨
File a certified copy of the special
resolution along with the explanatory statement in Form 23 with ROC, within 30
days of the EGM
File
the Special Resolution with Explanatory Statement with the concerned Registrar
of Companies within thirty days in Form No.23, after paying the requisite fee
prescribed under Schedule X to the Companies Act, 1956, either in cash, demand
draft or treasury challan.
¨
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.
Not
less than one month before filing the petition, publish a general notice at
least once in the daily newspaper published in the principal language of the
district in which the registered office is situate and at least once in English
in a daily newspaper, in the English language and circulating in that district.
The aforesaid notice to be published clearly indicates the substance of the
petition and state therein that any person whose interest is likely to be
affected may intimate to the Bench Officer within twenty-one days of the date
of the publication of the notice, the nature of interest and grounds of
opposition.
¨
Prepare a List of Creditors as on a certain
date, which should be serially numbered, and in alphabetical order giving therein
the amount and nature of credit.
¨ Send
individual notices to all creditors/debenture holders of the company through
UPC/ Registered AD. Original UPC/Registered Ad will be annexed with the
petition to CLB. [With in 21 days of advertisement interested person may
intimate to Bench officer, nature of interest and grounds of opposition.]
¨
Copy of the notice to Chief Secretary/Lt.
Governor
Serve
a notice together with a copy of the petition with all the annexures on the
Chief Secretary to the Government of the State/Lt. Governor of Union Territory
in which the registered office of the company is situate through Registered
AD/UPC.
¨
Serve a copy of the petition on the ROC.
Serve
a copy of the petition along with
all the annexures to the ROC. A covering letter should also be attached.
[Prepare two copies for ROC, one for their record and the other to get the
acknowledgement].
¨
Time period within which the petition is to
be filed
A
CLB petition has to be filed
§ after
one month from the date of publication of newspaper notice
§ after
one month from the date of dispatch of notice to creditors
§ But
on/before the expiry of two months the date of preparation of the List of
Creditors.
¨
Petition to CLB
Make
a petition to the concerned Regional Bench of the Company Law Board for
confirming the change which must be verified by an affidavit as prescribed by
the Company Law Board Regulations, 1991 and affix court fee stamps (Non-judicial Stamp Paper) of the requisite value
on the petition. [Prepare four copies – three to be filed with CLB and one for
getting receiving].
NOTE:Total 7 copies are to be prepared.Lt. Governor 1ROC 1+1(for acknowledgement)
CLB 3+1(For acknowledgement)
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¨
The following papers are attached to the
petition:
(i)
An AFFIDAVIT
verifying the petition on non-judicial stamp paper of requisite value. After obtaining the signature of the
Deponent, such affidavit should be
either sworn before any Oath Commissioner or Notarized by the Notary Public
with notary stamp affixed on it.
(ii)
An AFFIDAVIT
as to Declaration that the petitioner has issued/not issued debentures and
accepted/not accepted fixed deposits. After obtaining the signature of the
Deponent, such affidavit should be
either sworn before any Oath Commissioner or Notarized by the Notary Public
with notary stamp affixed on it.
(iii)
Certified true copy of the Memorandum
and Articles of Association;
(iv)
Certified true copy of the last audited
balance sheet along with
Director’s Report and Auditor’s report.
(v)
Certified true copy of the Board
Resolution authorizing officials of the Company to sign, file and
affirm the petition, affidavits and other related documents.
(vi)
Certified true copy of the notice
calling for the meeting along with Explanatory Statement and certified
true copy of the Special Resolution sanctioning the alteration;
(vii)
Certified true copy of the minutes
of the meeting at which the Special Resolution was passed;
(viii)
ROC receipt of filing Form 23
(ix)
An AFFIDAVIT
on non-judicial stamp paper of requisite value giving proof of the
publication and service of notices with certified true copies of the newspaper
cuttings. After obtaining the signature
of the Deponent such affidavit should
be either sworn before any Oath Commissioner or notarized by the Notary Public
with notarial stamps affixed on it.
(x)
The LIST
OF CREDITORS which shall be made up to the latest practicable date not
preceding the date of filing of the petition by more than two months. This list
has to be signed by two directors
and the secretary (if any)
one of the two directors being the
managing director (if any)
(xi)
An AFFIDAVIT
on non-judicial stamp paper of requisite value verifying list of creditors as
per Regulation 36(7) of the Company Law Board Regulations 1991 by two directors and the Secretary, if
any. One of the two directors should be a managing director, if there
is any.
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Note: List of creditors and Affidavit verifying the list of
creditors are the documents required to be signed by two authorized
signatories + Company Secretary, if any.
|
(xii) Memorandum
of appearance in Form No.5 with copy of the Board Resolution or the executed VAKALATNAMA, as the case may be, after affixing court fee stamps of requisite
value.
(xiii) Original Postal receipt evidencing service
of the special notice along with a copy of the special notice on the CHIEF SECRETARY of the Government of
State, in which the registered office of the company is situated by registered post [Registered AD] with acknowledgement due.
(xiv)
Original
acknowledgement of the concerned REGISTRAR OF COMPANIES evidencing service of a complete set of the
petition on the said Registrar of Companies.
(xv)
Original
postal receipts evidencing service of the special notice
and special resolution on all the creditors of the company as on a particular
date, by certificate of posting [UPC].
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NOTE: The following three annexures has to be in Original:
ü Postal receipt evidencing service of the
special notice to Lt. Governor
ü Acknowledgement of the concerned
REGISTRAR OF COMPANIES
ü
Postal receipts evidencing service of the
special notice and special resolution on all the creditors
|
(xvi)
Demand draft drawn in favour of “Pay and
Accounts Officer, Department of Company Affairs, Mumbai, showing payment of a
fee of Rs.1000/-;
¨
If the petition is in order in all respects
then the Bench Officer will issue a notice of hearing and the petition will be
heard by a Single Member of the concerned Regional Bench and if found valid,
the Special Resolution will be ordered to be confirmed.
¨
On receipt of the Company Law Board’s
order, give notice of the receipt of the order to the concerned Registrar of
Companies in Form No.21 and file a certified copy of the same together with a
printed copy of the Memorandum of Association, as altered, within three months
from the date of the order with the Registrar of Companies of each of the
States after paying the requisite fee as prescribed under Schedule X to the
Companies Act, 1956, either in cash, demand draft or treasury challan.
¨
The time taken in supplying a certified
copy of the order by the Company Law Board shall be excluded in computing the
period of three months.
¨
The Registrar of Companies of both the
States will register the same and certify under their respective hands the
registration thereof within one month.
¨
The Company Law Board may, however, extend
any of the periods, mentioned above. The alteration will be effective only on
such registration.
¨
The Company Law Board may, on sufficient
cause being shown, revive the order not registered with the Registrar of
Companies within due time on application made to it within a further period of
one month.
¨
File the notice of change with the
Registrar of Companies of the new State in Form No.18 within thirty days from
the date when the change becomes effective, after paying the requisite fee as
prescribed under Schedule X to the Companies Act, 1956, either in cash, demand
draft or treasury challan.
¨
Make necessary changes in every copy of
Memorandum of Association, letter heads, vouchers, registers, office papers,
records, books, documents, signboards, common seal, etc.
¨
Inform the concerned authorities in respect
of the change of the registered office namely:
(i)
Secretariat of Industrial Assistance (SIA)
(including Administrative Ministry)
(ii)
Reserve Bank of India
(iii)
Office of the Directorate General of Foreign
Trade (DGFT)
(iv)
Provident Fund Authority
(v)
Excise Authorities
(vi)
Sales Tax Authority
(vii)
Income Tax Authority
(viii)
Profession Tax Authority
(ix)
Suppliers
(x)
Customers
(xi)
Bankers
(xii)
Distributors
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