“Explore a comprehensive format for the application to Regional Director seeking confirmation of the alteration of a company’s memorandum for shifting the registered office from one state to another. Includes detailed information on company particulars, jurisdiction, limitations, reasons for shifting, employee retention, shareholder and creditor details, public notice, and more. Contact for expert assistance. Disclaimer: This format is for informational purposes only and not a solicitation.”
APPLICATION TO THE REGIONAL DIRECTOR (PETITION)
Before the Central Government
Northern Region Bench, Delhi
In the matter of sub-section 4 of section 13 of the
Companies Act 2013 and Rule 30 of the Companies
(Incorporation) Rules, 2014
AND
IN THE MATTER OF (NAME OF COMPANY)
…………… Applicant
APPLICATION FOR CONFIRMING ALTERATION OF
MEMORANDUM IN RESPECT OF SHIFTING OF REGISTERED
OFFICE FROM THE STATE/UNION TERRITORY OF ……. TO
THE STATE/UNION TERRITORY
OF ………….
DETAILS OF APPLICATION:
PARTICULARS OF THE COMPANY
1. ……………. Private Limited …., the Applicant herein (hereinafter called the “Company”) is a Private Limited incorporated under the Companies Act 2013 (hereinafter called the “Private Limited”) in the State/Union Territory of ………. The Company was originally incorporated on ……. The CIN of the Company is……..
2. The Registered Office of the Company is situated at …….
3. The Share Capital of the company is situated at …….
Authorised Share Capital:
₹…………… (Rupees …… only) consisting of ……….(……) Equity Shares of ₹………..(Rupees …… only) each.
Issued Share Capital:
₹…………… (Rupees …… only) consisting of ……….(……) Equity Shares of ₹………..(Rupees …… only) each
Subscribed Share Capital:
₹…………… (Rupees …… only) consisting of ………..(……) Equity Shares of ₹………..(Rupees …… only) each
Paid-up Share Capital:
₹…………… (Rupees …… only) consisting of ……….(……) Equity Shares of ₹………..(Rupees …… only) each
4. The Main Objects of the Company as stated in the clause III of the Memorandum of Association are as follows:
1. ……………
2. …………..
3. ……….
A copy of Memorandum of Association and Articles of Association are annexed hereto this application, as Annexure –
JURISDICTION OF THE REGIONAL DIRECTOR
5. The Registered Office of the Company is situated at ……… So the jurisdiction in office of the Regional Director, …………. Region.
LIMITATION
6. The application is not barred by Limitation.
REASONS FOR SHIFTING
7. The following are the reasons for shifting f the registered office of the company from the the State to the State of —
(a) ……………
(b) ……………
(c) …………..
8. The shifting of registered office would exercise timely control, thereby facilitating proper functioning of the company to enable it to carry on the business more efficiently and economically.
9. The Company proposes to seek approval to the alteration of memorandum in respect of shifting of registered office from the state of ……… to the state of ……… In order to streamline operations of the company and to manage operating costs prudently.
10. The Board of Directors has approved Alteration of Clause II of the of Memorandum of Association at their meeting held on ……. A copy of board resolution and notice of extraordinary general meeting are annexed as Annexure …………, Annexure ……. respectively.
11. The company passed special resolution at the extraordinary general meeting of the company held on ……… and has filed e-Form MGT -14 copy enclosed as annexure …………. to that effect with the Registrar of the Companies.
Special Resolution
12. The special resolution passed at the extraordinary general meeting of the applicant company enclosed as annexure ………. Held on ……. Is reproduced below:
“RESOLVED THAT ………….
RESOLVED FURTHER THAT ………….”
EMPLOYEE RETRENCEMENT
13. No employees of the company will be retrenched due to the proposed shifting of registered office of the company and a declaration for the same is annexed as Annexure……….
SHAREHOLDERS AND CREDITORS DETAILS
14. A LIST OF Creditors as on ……. is being filed along with the application is annexed as Annexure …. And a declaration verifying list of creditors is annexed as on ………. And a list of shareholders as Annexure …… is also annexed as Annexure………….
PUBLIC NOTICE
15. The applicant company submits that as required pursuant to the Rule 30 (5) (a) of the Companies (Incorporation) Rules, 2014 an advertisement in the prescribed Form No. INC 26 in relation to the applicant has been published by the company in “………….” (English ) Edition dated …………….. in English language. Both these newspapers circulated widely in [………] where the registered office of the company is currently situated. A copy of the original newspaper clippings are annexed as Annexure …… And Annexure …… respectively.
16. The company has not received any objection from any person or persons regarding the proposed shifting of the registered office of the company to the State of……………. MISCELLANEOUS
17. A copy of application has been sent to the Chief Secretary/Lieutenant Governor, Government of ……. and to both Registrar of Companies, ………. / SEBI/Regulatory authority as required under Rule 30(5) of the Companies (Incorporation) Rules ,2014.
18. Individual notice of the application has been served by the applicant on all the creditors and debenture holders as on …………. by Registered Post Acknowledgement due. An affidavit confirming the dispatch of the said notices to the Creditors and confirming the publication of advertisement in the newspaper are annexed to the application as Annexure …… And Annexure ……
19. No one will be prejudiced in any manner whatsoever by the proposed alteration of the memorandum of association of the company.
20. An affidavit verifying the application is annexed as Annexure………….
21. The Company declares that there are no prosecution/inspection/inquiry/investigation filed against the company and its officers in default under the Companies Act, 2013 except as stated in the affidavit annexed as Annexure………….
22. The application is made bona fide and in the interests of justice and the company believes that no one will be prejudiced by the proposed alteration of the memorandum of association of the company and it is just and equitable that the alteration should be confirmed.
MATTERS NOT PREVIOUSLY FILED OR PENDING WITH ANY COURT
23. The applicant further declares that it has not previously filed any application writ petition or suit regarding the matter in respect of which this application has been made, before any court of law or any other authority or any other bench of the Company Law Board or Regional Director and so such application, writ petition or suit is pending before any of them.
RELIEF’(S) SOUGHT:
24. The applicant therefore prays:
(a) That the alteration of clause II of the memorandum of association of the company sought to be inserted by the special resolution as set out in paragraph 12 above duly passed in accordance with the provisions of Section 13 of the Companies Act, 2013 in the extraordinary general meeting of the company held on ……. For shifting of the registered office of the company from the “State of …………..” to the State of ……….” Be confirmed.
(b) Pass such further and other orders as the Regional Director may deem fit and proper in the circumstances of the case and render justice.
For………………………… Private Limited
Authorised Signatory/Managing Director/Director
DIN: ……………………………
Place: …………
Date: …………
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