The Companies (Central Government’s) General Rules and Forms (Third Amendment) Rules, 2001

MINISTRY OF LAW, JUSTICE AND COMPANY AFFAIRS

(DEPARTMENT OF COMPANY AFFAIRS)

Notification

New Delhi, the 31st January, 2001

G.S.R. 51(E). – In exercise of powers conferred by sub-section (1) of section 642 read with sub-section (2) of section 17A of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following rules further to amend the Companies (Central Government’s) General Rules and Forms, 1956, namely : –

1. (1)These rules may be called the Companies (Central Government’s) General Rules and Forms (Third Amendment) Rules, 2001

(2) They shall come into force on the date of publication in the Official Gazette.

2. In the Companies (Central Government’s) General Rules and Forms, 1956, –

(i) after rule 4BB,  the following rule shall be inserted, namely:-

4BBA. Change of registered office within a State. –  (1) The company seeking confirmation from the Regional Director for shifting its registered office from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies within the same State shall  make an application in  form 1 AD to the Regional Director alongwith a fee of Rs.500/-.

(2) The Regional Director shall pass an order in writing confirming the change after giving necessary opportunity of being heard to the parties within four weeks from the date of receipt of application.

(3)The company shall file a copy of the confirmation order passed by the Regional Director with the concerned Registrar of Companies within two months from the date of the confirmation order and the Registrar shall make necessary changes in the register and transfer the records to the Registrar of Companies under whose jurisdiction the company has shifted its registered office.”

(ii) after Form 1AC, the following Form shall be inserted, namely:-

“FORM 1 AD

APPLICATION FOR THE CONFIRMATION BY REGIONAL DIRECTOR FOR  CHANGE OF REGISTERED OFFICE OF THE COMPANY WITHIN A STATE FROM THE JURISDICTION TO ONE REGISTRAR TO THE JURISDICATION TO ANOTHER REGISTRAR.

(See rule 4BBA)

Registration Number of Company____________

Nominal Capital Rs._______________________

1. Name of the Company  and Address of its Registered Office :

2. The date of incorporation :

3. Details of Directors :

4. Reasons for change in place of the Registered Office :

5. The date of passing of Special Resolution :

(Attach a copy of duly certified)

6. Whether a copy of the Special Resolution has  been filed with the Registrar in Form No.23.

7. Date of filing the above Form with Registrar of Companies:

8. The number of members of the company at the time the decision for shifting was taken :

9. The proposal for shifting, if accepted, the number of the members who voted in favour of the proposal for conversion and their respective shareholdings:

10. The proposal for shifting, if accepted, the number of the members who voted against the proposal for conversion and their respective shareholdings. The grounds put forth by them, if any, so as to justify the opposition to the proposal should also be stated in detail. (A copy of the minutes of the meeting shall be attached).

11. Date of advertisement in the News Paper :

(Attach a copy of paper clipping)

12. Details of objection received in response to  the advertisement :

13. Bank Draft evidencing payment of fee :

14. Particulars of Investors Grievances if any:

15. Details of prosecution filed against the Company and its Officers in default if any Please furnish the details of the legal counsel(s)/ Counsel(s) holding the matter:

(Signature of the Applicant)

*Designation/Description

See Rule 4BBA

*state whether Managing/Whole Time/ Director, Manager or Secretary.

Instructions : i) Bank Draft should be drawn in favour of Pay and Accounts Officers, Department of Company Affairs.

ii) Application Form should be filed with the Registrar of Companies from where the company proposes to shift it Registered Office and copy for information to the Registrar of Companies under whose jurisdiction Registered Office is proposed to be shifted.”

(F.No. 1/13/2000-CL.V)

A. RAMASWAMY

Joint Secretary to the Government of India.

Footnote: The  Principal  rules  were  published vide S.R.O.432 dated 18-2-56 and subsequently amended by:-

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