Shobharam Dhama (Prop) 16 January 2010

Petition u/s 17 of Companies Act

Can anybody tell me as to what is the exect procedure for shifting the registered office of the company and filing petition u/s 17 of the companies Act ?

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A V Vishal (Advocate) 16 January 2010

S.17. Special resolution and confirmation by Company Law Board required for alternation of memorandum.

A company may, by special resolution, alter the provisions of its memorandum so as to change the place of its registered office from one State to another, or with respect to the objects of the company so far as may be required to enable it-

(a) to carry on its business more economically or more efficiently;

(b) to attain its main purpose by new or improved means;

(d) to carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company;

(e) to restrict or abandon any of the objects specified in the memorandum;

(f) to sell or dispose of the whole, or any part, of the undertaking, or of any of the undertakings, of the company; or

(g) to amalgamate with any other company or body of persons.

The alteration shall not take effect until, and except in so far as, it is confirmed by the Company Law Board on petition.

Before confirming the alteration, the Company Law Board must be satisfied-

(a) that sufficient notice has been given to every holder of the debentures of the company, and to every other person or class of persons whose interests will, in the opinion of the Company Law Board, be affected by the alteration; and

(b) that, with respect to every creditor who, in the opinion of the Company Law Board, is entitled to object to the alteration, and who signifies his objection in the manner directed by the Company Law Board, either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Company Law Board: Provided that the Company Law Board may, in the case of any person or class of persons, for special reasons, dispense with the notice required by clause (a).

The Company Law Board shall cause notice of the petition for confirmation of the alteration to be served on the Registrar who shall also be given a reasonable opportunity to appear before the Company Law Board and state his objections and suggestions, if any, with respect to the confirmation of the alteration.

The Company Law Board may make an order confirming the alteration either wholly or in part, and on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper.

The Company Law Board shall, in exercising its powers under this section, have regard to the rights and interests of the members of the company and of every class of them, as well as to the rights and interests of the creditors of the company and of every class of them.

The Company Law Board may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Company Law Board for the purchase of the interests of dissentient members; and may give such directions and make such orders as it thinks fit for facilitating, or carrying into effect, any such arrangement: Provided that no part of the capital of the company may be ex- pended in any such purchase.

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V. VASUDEVAN (LEGAL COUNSEL) 17 January 2010

The detailed process as outlined by Advocate Vishal is applicable in case the Registered Office is shifted out one place to another place or from the jurisdiction of one Registrar of Companies to another Registrar of Companies. In case the proposed change is within the same city/location with the ROC. It is simple. Pass a Board Resolution for shifting and intimate the ROC. Intimation to ROC can be done through on line by taking help of any practicising company secretary

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