procedure for shifting of registered office from one …

PROCEDURE FOR SHIFTING OFREGISTERED OFFICE FROM ONE STATETO ANOTHER STATE

33Synopsis

33.1 Procedure 50033.2 Forms to be filed 50433.3 List of documents required 50633.4 List of information required 507Appendix 33.1 Format of application: 508Appendix 33.2 Format of affidavit verifying the application 511Appendix 33.3 Format of Declaration verifying list of creditors 512Appendix 33.4 Format of Declaration verifying the list of creditors 513Appendix 33.5 Format of Declaration by directors about no retrenchment of

the employees 513Appendix 33.6 Format of list of creditors 515Appendix 33.7 Format of list of shareholders 516Appendix 33.8 Format of list of directors 516Appendix 33.9 Format of list of debenture holder 517Appendix 33.10 Format of list of depositories 517Appendix 33.11 Format of no objection certificate from creditors 518Appendix 33.12 Format of chartered accountant certificate 520Appendix 33.13 Format of memoramdum of appearance 520Appendix 33.14 Copy of petition to the registrar of companies 521Appendix 33.15 Copy of petition to the chief secretary/Lieutenant Governor,

Government of ………., 521Appendix 33.16 Affidavit verifying dispatch and service of notice along with

newspaper cutting 522Appendix 33.17 Form no INC-26 523Appendix 33.18 Format of individual notice to creditors/debenture holders 524Appendix 33.19 Proof that the company is authorized to use the address as the

registered office of the company 525Appendix 33.20 Sample board resolution 525Appendix 33.21 Sample shareholders resolution 526Appendix 33.22 Format of notice calling the general meeting 526

Relevant Sections, Rules and Forms at a Glance

Particulars Section(s), Rule(s) andName of e-Form(s)

The Companies Act, 2013 Sections 4, 12, 13, 15, 117, 173, 179 and403

The Companies (Incorporation) Rules,2014

Rules 25, 27, 28 and 30

500 Shifting of Registered Office from One State to Another State Proc. 33

Particulars Section(s), Rule(s) andName of e-Form(s)

The Companies (Management andAdministration) Rules, 2014

Rule 22 and 24

The Companies (Registration Office andFees) Rules, 2014

Rules 7, 8 and 12

Secretarial Standard-1 Clauses 3, 4, 5, 6, 7 and 8

Secretarial Standard-2 Clauses 1, 3, 4, 5, 6, 7 and 17

e-Forms to be filed MGT-14INC-23GNL-2INC-28INC-22

33.1 PROCEDURE

S. No. Particulars

1. Arrange following documents before deciding of shifting of registered office:

Proof of ownership of registered office address

Copy of utility bill (not older than 2 months) of the proposedregistered office

No objection certificate from the owner of the premises for usingpremises as registered office.

2. Prepare notice of board meeting along with draft resolution(s) to be passedin the board meeting.

Send notice of board meeting to all the directors

at least 7 days before the date of board meeting or

in such manner as prescribed under section 173(3) of the CompaniesAct, 2013 and clause 1 of the Secretarial Standard-1.

3. Convene board meeting and pass the following resolutions:

Shifting of registered office from one state to another state.

Engagement of company secretary/chartered accountant/costaccountant/advocate to represent the company before the office ofRegional Director

Fixing day, date, time and venue for calling general meeting.

Approving notice of general meeting for passing special resolution forshifting of registered office. (Ensure that the number of members areupto 200 or the company is a one person company, otherwise, theresolution shall be passed through postal ballot).

Approval of name of newspapers in which notice should be published.

Authorising director/company secretary to sign the documents.

Proc. 33 Shifting of Registered Office from One State to Another State 501

S. No. Particulars

4. Prepare draft minutes of the board meeting and circulate, within a periodof fifteen days from the date of conclusion of that meeting, to all directors,by hand/speed post/ registered post/courier/e-mail or by any recognisedelectronic means, for their comment(s).

All directors shall communicate their comment(s), if any, on the draftcirculated minutes within a period of seven days from the date ofcirculation of the draft minutes.

Add the suggested comment(s) given or suggested by any director andfinalise the minutes.

Enter the minutes, in the minute book of the board meeting, within thirtydays from the date of conclusion of the board meeting.

Minutes of the board meeting shall be signed and dated by the chairman ofthat meeting or by the chairman of the next meeting.

The signed minutes duly certified by Company Secretary/any directorwhere Company Secretary is not appointed shall be circulated within 15days of signing to all the directors as on the date of meeting or appointedthereafter, except those directors who have waived to receive such signedminutes.

5. Send notice of general meeting to all directors, shareholders, auditors,secretarial auditors and Debenture Trustee, if any, of the company at least 21days before the date of general meeting. However, notice may be given at ashorter period of time if consent in writing is given thereto, by physical orelectronic means, by not less than ninety five percent of the members entitledto vote at such meeting in case the matter is considered in Annual GeneralMeeting, however, if the matter is taken in Extra Ordinary General Meeting,then shorter notice of general meeting may be given subject to:—

(i) in case company have share capital, consent of majority membersentitled to vote and who represent not less than ninety-five per cent.of such part of the paid-up share capital of the company as gives aright to vote at the meeting; or

(ii) in case company have no share capital, consent of members not lessthan ninety-five per cent of the total voting power exercisable at thatmeeting.

In case resolution is to be passed by Postal Ballot, please follow the procedureof passing of resolution through Postal Ballot.(However, private companies can opt their own regulations with respect tonotice of General Meeting.)

6. Convene general meeting of the company and pass the special resolution forshifting of registered office from one State to another State/Union Territory

7. Maintain proper record for:

Total number of members present at the meeting with theirshareholding pattern.


S. No. Particulars

Members who voted in favour of the proposed resolutions and numberof shares held by them.

Members who voted against the proposed resolutions and number ofshares held by them.

8. Prepare draft minutes of shareholders’ meeting and for finalisation, sendthe draft minutes to the chairman of that meeting.

Minutes of the shareholders’ meeting shall be signed and dated by thechairman of that meeting or in the event of the death or inability of thatchairman, by any director, who was present in that meeting and also dulyauthorised by the board of directors for the signing of the minutes, withinthirty days from the date of conclusion of the shareholders’ meeting.

9. File e-Form MGT-14 along with attachments with the Registrar of Companiesfor registering special resolution passed in the general meeting.

10. Arrange following documents:— Copy of the memorandum and articles of association;

Copy of the notice convening the general meeting along with relevantexplanatory statement;

Copy of the special resolution sanctioning the alteration by themembers of the company;

Copy of the minutes of the general meeting at which the resolutionauthorizing such alteration was passed, giving details of the numberof votes cast in favor or against the resolution;

Affidavit verifying the application;

List of creditors and debenture holders entitled to object to theapplication containing details about nature and respective amount;

Declaration verifying the list of creditors;

Document relating to payment of application fee;

Copy of board resolution or power of attorney or the executedvakalatnama, as the case may be.

Copy of the no objection certificate from the Reserve Bank of Indiawhere the applicant is a registered Non-Banking Financial Company.

11. Prepare an advertisement in for INC-26 for publication in newspapers.

12. Advertise the application at least 30 days before the filing of application in theForm No. INC-26 in a vernacular newspaper in the principal vernacularlanguage in the district in which the registered office of the company issituated and at least once in english language in an english newspaper havingwide circulation in that State.

13. Arrange list of creditors and debenture holders of the company.

14. Serve, by registered post with acknowledgement due, individual notice to eachcreditor and debenture holder, if any, and to the Registrar of Companies and tothe regulatory body, if the company is regulated under any special Act or lawfor the time being in force.


S. No. Particulars

15. Where any objection of any person whose interest is likely to be affected bythe proposed application has been received by the applicant, prepare atabulated response of the same.

16. File the application with the Registrar of Companies in e-Form GNL-2 alongwith attachments.

17. Send a copy of the application to the Chief Secretary (Existing) in case of Stateand to the Lieutenant Governor in case of Union Territory, as an advance copyfor their report.

18. Prepare an application to be filed with the Regional Director (ExistingJurisdiction).

19. File the application with the Regional Director (Existing) in e-Form INC 23along with the following attachments:—

Copy of the memorandum and articles of association; Copy of the notice convening the general meeting along with relevant

explanatory statement; Copy of the special resolution sanctioning the alteration by the

members of the company; Copy of the minutes of the general meeting at which the resolution

authorizing such alteration was passed, giving details of the numberof votes cast in favor or against the resolution;

Affidavit verifying the application; List of creditors and debenture holders entitled to object to the

application; Declaration verifying the list of creditors; Document relating to payment of application fee; Copy of board resolution or power of attorney or the executed

vakalatnama, as the case may be. Declaration from directors that no employees shall be retrenched. Copy of acknowledgements of application sent to the registrar and

Chief Secretary/Lieutenant Governor, as the case may be. Declaration by 2 directors regarding list of creditors. Copy of advertisement. Copy of individual notices sent to creditors and debenture holders. Copy of objectives, in tabulated form, if any, received from person

affecting by such shifting.

20. Send the original copy of the petition to the Regional Director (Existing) eitherby hand or by speed post.

21. After filing the application to the Regional Director office, professional will berequired to appear before the Regional Director office (Existing).

22. After attending hearing, the Regional Director office will issue the orderrelating to shifting of registered office from one state/union territory to anotherstate/union territory.


S. No. Particulars

23. File the Regional Directors’ order with the Registrar of Companies in e-FormNo. INC 28 along with order within the time specified in the order.

24. File e-Form INC 22 with the Registrar of Companies for change in registeredoffice along with attachments within 15 days of change of registered office.

25. Obtain fresh certificate of incorporation from the Registrar of Companies ofthe state where the registered office is being shifted.

26. Submit the confirmation order of the Regional Director in physical form withboth Registrar of Companies.

27. Change of location of registered office shall be noted in the name on the boardfixed on the outside of every office of the company, its letter head, businessletters, bills of exchange and other documents where the registered office needsto be mentioned.

28. Information should be given to all concerned department regarding shifting ofregistered office.

33.2 FORMS TO BE FILED

S. No. Name of theform

Particulars/Attachments Time Period forfiling

1. FormMGT-14

Certified true copy of specialresolution passed in general meeting(duly signed by a director other thanthe concerned/authorised director andadvisable to get it signed by at least 2directors).

Altered memorandum of association. Notice for calling general meeting and

explanatory statement.

Within 30 daysfrom the date ofpassing of specialresolution

2. FormGNL-2

Detailed application. Before filing ofe- Form INC 23

3. FormINC-23

Copy of altered memorandum ofassociation.

Copy of notice of the general meetingalong with relevant explanatorystatement.

Copy of special resolution sanctioningalteration (duly signed by a directorother than the concerned/authoriseddirector and advisable to get it signedby at least 2 directors).

Copy of the minutes of the generalmeeting authorizing such alteration.

Power of attorney/vakalatnama/boardresolution.

Within 30 daysfrom the date onwhich list ofcreditors anddebenture holdersdrawn.




Affidavit verifying the application. List of creditors/directors/share-

holders/debenture holder. Declaration by the company secretary

of the company and the directors inregards to the correctness of list ofcreditors and affairs of the company.

Declaration by directors about noretrenchment of the employees.

Application as per Section 13(4) of theCompanies Act, 2013.

Chartered Accountant certificate forlist of creditors in the company.

Memorandum of appearance. Proof of sending copy of petition to

the Registrar of Companies and ChiefSecretary.

Copy of newspaper advertisement. Details of the prosecution/inspection/

inquiry pending or filed against thecompany and its officers in default.

Details of objection, if any. Affidavit verifying dispatch and serve

of notice along with newspaper cuttingregarding change of registered office.

4. FormINC-28

Copy of the Regional Director order Altered memorandum of association.

Within 30 days oforder passed byRegional Director

5. FormINC-22

List of companies (mentioned alongwith Corporate Identification Number)having same registered office.

Certified true copy of board resolutionfor change in registered office (dulysigned by a director other than theconcerned/authorised director andadvisable to get it signed by at least 2directors).

Proof of registered office address(conveyance/lease deed, rentagreement, etc.).

Copies of the utility bills not olderthan 2 months.

Within 30 days ofthe order passed byRegional Director




Proof that the company is authorizedto use the address as the registeredoffice of the company.

Copy of Regional Director order. No objection certificate from the

owner.

33.3 LIST OF DOCUMENTS REQUIRED

S. No. Particulars

1. Application as per section 13(4) of the Companies Act, 2013.

2. Certified true copy of special resolution passed in general meeting (duly signedby a director other than the concerned/authorised director and advisable to getit signed by at least 2 directors).

3. Altered memorandum of association.

4. Notice for calling general meeting along with relevant explanatory statement.

5. Copy of the minutes of the general meeting authorizing such alteration.

6. Power of attorney/vakalatnama/board resolution.

7. Affidavit verifying the application .

8. Declaration by the company secretary of the company and the directors inregards to the correctness of list of creditors and affairs of the company.

9. Declaration by directors about no retrenchment of the employees.

10. List of creditors/directors/shareholders.

11. Copy of newspaper cuttings related to publication of notice.

12. No objection certificate from creditors.

13. Chartered Accountant certificate for list of creditors in the company.

14. Memorandum of Appearance.

15. Copy of acknowledgement of filing of petition to Registrar of Companies andChief Secretary/Lieutenants Governor.

16. Affidavit verifying dispatch and serve of notice along with newspaper cuttingregarding change of registered office.

17. Copy of Regional Director order.

18. List of companies (mentioned along with CIN) having same registered office.

19. Certified true copy of board resolution for change in registered office (dulysigned by a director other than the concerned/authorised director and advisableto get it signed by at least 2 directors).

20. Proof of registered office address [Conveyance deed, Lease Deed, if on leaseor Rent Agreement (along with Rent receipt not older than one month)].


S. No. Particulars

21. Copy of utility bills (should not be older than 2 months) and should be in thename of the proposed Company or owner:

Telephone bill

Gas bill

Electricity bill

Mobile bill

22. Proof that the company is authorized to use the address as the registered officeof the company (No objection certificate).

23. Copy of acknowledgment regarding proof of dipstch of complete set ofapplication to Chief Secretary/Regional Director and Registrar of Companies.

24. Details of the Inspection/Enquiry pending or filed against the company and itsofficers-in-default.

25. Details of objection received, if any.

33.4 LIST OF INFORMATION REQUIRED

S. No. Particulars

1. Dates of board meeting and general meeting to be called.

2. State to which registered office needs to be shifted.

3. Creditors of the company as on latest practicable date preceding the date offiling of application by not more than one month.

4. Number of companies (mentioned along with Corporate IdentificationNumber) having same registered office.

5. Name of the director signing the notices of board meeting/general meeting.

6. Postal address of the Chief Secretary or Lieutenant Governor.

7. Jurisdiction of the police station and its complete address.

8. Details of members present at that meeting and number of shares held by them.

9. Details of members who voted in favour of the proposal and number of sharesheld by them.

10. Details of members who voted against the proposal and number of shares heldby them.

11. Details of members who abstained from voting and number of shares held bythem.

# In case the company has appointed a company secretary, then notices for callingmeetings shall be signed by secretary itself.


Appendix 33.1

FORMAT OF APPLICATION:APPLICATION TO REGIONAL DIRECTOR (PETITION)

BEFORE THE REGIONAL DIRECTOR, [REGION]IN THE MATTER OF COMPANIES ACT, 2013, SECTION 13(4) OFTHE COMPANIES ACT, 2013 AND RULE 30 OF THE COMPANIES

(INCORPORATION) RULES, 2014AND

IN THE MATTER OF [NAME OF THE COMPANY]………..Private Limited/Limited

………..ApplicantAPPLICATION FOR CONFRIMING ALTERATION OF

MEMORANDUM IN RESPECT OF SHIFTING OF REGISTEREDOFFICE FROM THE STATE/UNION TERRITORY OF…….. TO THE

STATE/UNION TERRITORYOF ………….

DETAILS OF APPLICATION:

PARTICULARS OF THE COMPANY1. ……….Private Limited/Limited……….., the Applicant herein (hereinafter called

the “Company”) is a Private Limited/Unlisted Public Limited Company incorporatedunder the Companies Act 1956/2013 (hereinafter called the “PrivateLimited/Limited”) in the State/Union Territory of ……….. The Company wasoriginally 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 as below:

Authorised Share Capital:

`……(Rupees ……..only) consisting of ……(………) Equity shares of`…..(Rupees…….) each.

Issued Share Capital:


Subscribed Share Capital:

`……(Rupees …….. only) consisting of ……(………) Equity shares of`…..(Rupees…….) each.

Paid-up Share Capital:


4. The Main Objects of the Company as stated in the clause III of the Memorandum ofAssociation are as follows:

1. …………..2. …………..3. ………….. etc.

Proc. 33 •Appx. 33.1 Shifting of Registered Office from One State to Another State 509

A copy of Memorandum of Association and Articles of Association are annexedhereto this application, as Annexure --

JURISDICTION OF THE REGIONAL DIRECTOR5. The Registered Office of the Company is situated at ………. so the jurisdiction in

office of the Regional Director, ………… Region.

LIMITATION6. The Application is not barred by Limitation.

REASONS FOR SHIFTING7. The following are the reasons for shifting of the registered office of the company

from the State/Union Territory to the State/Union Territory of ---.

(a) ……………..(b) ……………..(c) ……………..

8. The shifting of the Registered Office would exercise timely control, therebyfacilitating proper functioning of the company to enable it to carry on the businessmore efficiently and economically.

9. The company proposes to seek approval to the alteration of memorandum in respectof shifting of registered office from the State/Union Territory of ……….. to theState/Union Territory of ………. in order to streamline operations of the companyand to manage operating costs prudently.

10. The Board of Directors has approved Alteration of Clause II of the Memorandum ofAssociation at their meeting held on ……. A copy of board resolution and notice ofextraordinary general meeting are annexed as Annexure…….., Annexure ,,,,,,,,respectively.

11. The company passed special resolution at the extraordinary general meeting of thecompany held on ……….. and has filed e- Form MGT – 14 copy enclosed asannexure …… to that effect with the Registrar of Companies.Special Resolution

12. The special resolution passed at the extraordinary general meeting of the applicantcompany enclosed as annexure………. held on ………… is reproduced below:

“RESOLVED THAT ……….RESOLVED FURTHER THAT …………..”A copy of special resolution and a copy of minutes of the extra-ordinary generalmeeting are annexed as Annexure…….and Annexure…..respectively.

EMPLOYEE RETRENCHMENT13. 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 asAnnexure ……………SHAREHOLDERS AND CREDITORS DETAILS

14. A list of Creditors as on …………..is being filed along with the application isannexed as Annexure ……….. and a declaration verifying list of creditors isannexed as on …….and a list of shareholders as Annexure ……..is also annexed asAnnexure………


PUBLIC NOTICE15. 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 inrelation to the application has been published by the company in “………… Editiondated ………… in vernacular ………… language and in “…………” (English)Edition dated ………… in English language. Both these newspaper circulatedwidely in [……..] where the registered office of the Company is currently situated.A copy of the original newspaper clippings are annexed as Annexure ………. andAnnexure ………… respectively.

16. The company has not received any objection from any person or persons regardingthe 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, ……….. as requiredunder Rule 30(5) of the Companies (Incorporation) Rules, 2014.

18. Individual Notice of the Application has been served by the Applicant on all thecreditors as on ……….. by Registered Post Acknowledgement due. An Affidavitconfirming the dispatch of the said notices to the Creditors and confirming thepublication of advertisement in the newspaper are annexed to the Application asAnnexure …………. and Annexure ……………

19. No one will be prejudiced in any manner whatsoever by the proposed alteration ofthe 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, 2013except as stated in the affidavit annexed as Annexure ……………

22. The application is made bona fide and in the interests of justice and the companybelieves that no one will be prejudiced by the proposed alteration of thememorandum of association of the company and it is just and equitable that thealteration should be confirmed.

MATTERS NOT PREVIOUSLY FILED OR PENDING WITH ANY COURT23. The applicant further declares that is has not previously filed any application writ

petition or suit regarding the matter in respect of which this Application has beenmade, before any court of law or any other authority or any other bench of theCompany Law Board or Regional Director and no such application, writ petition orsuit 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 thecompany sought to be inserted by the special resolution as set out in paragraph12 above duly passed in accordance with the provisions of section 13 of theCompanies Act, 2013 in the extraordinary general meeting of the company heldon ……….. for shifting of the registered office of the company from the“State/Union Territory of ……………” to the “State/Union Territory of…………” be confirmed.


(b) Pass such further and other orders as the Regional Director may deem fit andproper in the circumstances of the case and render justice.

For ………….. Private Limited/Limited

Place: ………….. Authorised Signatory/Managing Director/Director

Date: …………... DIN: ...............................

Appendix 33.2

FORMAT OF AFFIDAVIT VERIFYING THE APPLICATIONBEFORE THE REGIONAL DIRECTOR, ………….. REGION, ……………

COMPANY APPLICATION NO._________OF (20…..).IN THE MATTER OF THE COMPANIES ACT, 2013, SECTION 13(4)

AND

IN THE MATTER OF ………………. PVT. LIMITED/LIMITED

(CIN-………………..),A Company incorporated under the Companies Act, 1956/2013 and having

its registered office at

…………………………………...….…. APPLICANT

AFFIDAVIT VERIFYING THE APPLICATIONI, ………………, D/o/S/o Sh. ……………. aged ………… (in words) years by

occupation Director, residing at ………………….. do solemnly affirm and say asfollows:—

(1) That I am a director of ……………………PRIVATE LIMITED/LIMITED,the applicant in the application and I am duly authorised to make this affidaviton its behalf.

(2) That the statements made in paragraph ………. to ……… of the enclosedapplication are based on information derived from records of the companywhich I believe to be true to the best of my knowledge.

(3) That I solemnly affirm that the declaration is true, that it conceals nothing andthat no part of it is false.

(……….)Designation

DIN: ...............................

Place: ……………..Dated this ………day of ………., 20……...Solemnly affirmed before me this on ……… day of ………., 20……...


Appendix 33.3

FORMAT OF DECLARATION VERIFYING LIST OFCREDITORS (By Two Directors OR One Company Secretary/One

Director OR One Managing Director/One Director)BEFORE THE REGIONAL DIRECTOR, ……….. REGION,

………….COMPANY APPLICATION NO. ……..OF ………….

IN THE MATTER OF THE COMPANIES ACT, 2013, SECTION 13(4)

AND

IN THE MATTER OF ………………(CIN-…………………),

A Company incorporated under the Companies Act, 1956/2013 and having itsregistered Office at

…………………………..…………… APPLICANT

DECLARATION VERIFYING THE LIST OF CREDITORSI …………… D/o/S/o …………… aged ………….(in words) years by occupation

director residing at ……………… do solemnly declare and say as follows:

(1) That I, the Director of ………………PRIVATE LIMITED/LIMITED, theapplicant in the application above- mentioned and I am duly authorised to makethis affidavit on its behalf.

(2) That I have made a full inquiry into the affairs of the Applicant Company andhaving done so have formed an opinion that there are nil/……….creditors in thecompany and claims that there are no other debts or claims against the companyto my knowledge.

(3) That I solemnly affirm that this declaration is true, that it conceals nothing andno part of it is false.

For …………. Private Limited/Limited

(……………)

Designation

DIN: ...............................

Applicant

Place: ………….Date: ………….Solemnly affirmed before me on ……. day of ………, 20….


Appendix 33.4

FORMAT OF DECLARATION VERIFYING THE LIST OFCREDITORS (By Two Directors OR One Company Secretary/One

Director OR One Managing Director/One Director)DECLARATION VERIFYING THE LIST OF CREDITORS

I, ………….., D/o/S/o Mr. …………… aged …..(in words) years by occupationdirector, residing at …………. do solemnly affirm and say as follows:

(1) That I, the Director of ……………… PRIVATE LIMITED/LIMITED, theapplicant in the application above- mentioned and I am duly authorised to makethis affidavit on its behalf.

(2) That I have made a full inquiry into the affairs of the company and having doneso, have formed an opinion that the list of creditors is correct, and that theestimated value as given in the list of debts or claims payable on a contingencyor not ascertained are proper estimates of the values of such debts and claimsand that there are no other debts of or claims against the company to myknowledge.

(3) That I solemnly affirm that this declaration is true and it conceals nothing and nopart of it is false.

For ………. Private Limited/Limited.(……….)

DesignationDIN: ...............................

ApplicantPlace: ………Date: ……….

Solemnly affirmed before me on …….. day of ………, 20…...

Appendix 33.5

FORMAT OF DECLARATION BY DIRECTORS ABOUT NORETRENCHMENT OF THE EMPLOYEES (By Two Directors OR

One Company Secretary/One Director OR One ManagingDirector/One Director)

BEFORE THE REGIONAL DIRECTOR, ………….. REGION, ……………COMPANY APPLICATION NO. ………..OF (20…..).

IN THE MATTER OF THE COMPANIES ACT, 2013, SECTION 13(4)AND

IN THE MATTER OF ……………….PRIVATE LIMITED/LIMITED(CIN-………………..),

A Company incorporated under the Companies Act, 1956/2013and having its registered office at

…………………………………...….….APPLICANT


DECLARATIONI, ………., D/o/S/o Sh. ………… aged ……….(in words) years by occupation

director, residing at …………… do solemnly affirm and say as follows:—(1) That I am a Director of ………………..PRIVATE LIMITED/LIMITED, the

applicant in the application and I am duly authorised to make this affidavit onthe behalf of the company.

(2) That there are no employees in the company, therefore interest of the employeesshall not be affected as a result of shifting of Registered Office of the companyfrom the State/Union Territory of ………… to …………...State/Union Territoryof………….

(3) That I Solemnly affirms that this declaration is true, that it conceals nothing andthat no part of it is false.


DIN: ...............................

Place: ……..Dated this ……….day of ……….., 20......

Solemnly affirmed before me this on ……….. day of ……….., 20…….OR

DECLARATION

I, ………., D/o//S/o Mr. ………….. aged ……….. (in words) years by occupationDirector, residing at …………….. do solemnly affirm and say as follows: -

(1) That I am a Director of …………….. PRIVATE LIMITED/LIMITED, theapplicant in the application and I am duly authorised to make this affidavit on thebehalf of the company.

(2) That interest of the employees shall not be affected and there will be noretrenchment as a result of shifting of Registered Office of the company from theState/Union Territory of ………… to ………. State/Union Territory of-------

(3) That there are …….. employees in the company and all will continue to work atpresent registered office of the company, as the company’s present office will bethe branch office of the company.

(4) That I Solemnly affirms that this declaration is true, that it conceals nothing andthat no part of it is false.


DIN: ...............................

Place: ……….Dated this ……..day of ………., 20…..Solemnly affirmed before me this on ……… day of ………….., 20…..


Appendix 33.6

FORMAT OF LIST OF CREDITORSON COMPANY LETTER HEAD

Name, Address, CIN, Tel No., Email, Website and Fax (if any)

LIST OF CREDITORS AS ON …………. (Date of change)

Sr. No. Creditors Name(in alphabetical

order)

Creditors’Address

Credit balance as on………..

Nature ofAmount

Due

NIL NIL NIL NIL NILFor ………… PRIVATE LIMITED/LIMITED

Place: …………..Date: …………..

(………………)DesignationDIN: ...............................Applicant

(…………….)Designation

DIN: ...............................Applicant

OR

LIST OF CREDITORS AS ON …………. (Date of change)

Sr. No. Creditors Name(in alphabetical

order)

Creditors’Address

Credit balance as on………..

Nature ofAmount Due

1.

2.

3.

For ………… PRIVATE LIMITED/LIMITED

Place: …………..Date: …………..

(………………)DesignationDIN: ...............................

Applicant


DIN: ...............................

Applicant


Appendix 33.7

FORMAT OF LIST OF SHAREHOLDERSON COMPANY LETTER HEAD


SHAREHOLDERS AND THEIR HOLDING AS ON …………….(Date of change)

S. No. Name Address No. of Shares % to total

1.

2.

Total

For …………PVT. LIMITED/LIMITED

Place: …………..Date: …………..



DIN: ...............................Applicant

Appendix 33.8

FORMAT OF LIST OF DIRECTORSON COMPANY LETTER HEAD


PARTICULARS OF DIRECTORS AS ON ………… (Date of change)

Sl. No. Name Address Designation

1.

2.

For …………PVT. LIMITED/LIMITED

Place: …………..Date: …………..

(………………)DesignationDIN: ...............................

Applicant


DIN: ...............................

Applicant

Appx. 33.10 Shifting of Registered Office from One State to Another State 517

Appendix 33.9

FORMAT OF LIST OF DEBENTURE HOLDERON COMPANY LETTER HEAD


DEBENTUREHOLDERS and THEIR HOLDING AS ON …………….(Date of change)

S. No. Name Address No. of Shares % to total

1.

2.

Total


Place: …………..Date: …………..



DIN: ...............................Applicant

Appendix 33.10

FORMAT OF LIST OF DEPOSITORIESON COMPANY LETTER HEAD


PARTICULARS OF DEPOSITORY AS ON ………… (Date of change)

Sl. No. Name Address Designation

1.

2.


Place: …………..Date: …………..



DIN: ...............................Applicant


Appendix 33.11

FORMAT OF NO OBJECTION CERTIFICATE FROMCREDITORS

NO OBJECTION CERTIFICATE FROM CREDITORS(IN CASE OF COMPANY IS A CREDITOR)

The Board of Directors Date: ………………….. PRIVATE LIMITED/LIMITED

Add. : ………..Subject: - Consent to shift the registered office of the company from the

State/Union Territory of ………….. to the state/union territory...................Dear Sir,

I do hereby agree, affirm and state as under:-

1. That I …..................... being the authorised Director/signatory of the company…………. Private Limited/Limited, do hereby state that an amount of `…………. is outstanding from the company ……….. PRIVATE LIMITED/LIMITED as on ………..

2. That I have carefully gone through the documents of shifting of existingregistered office of the company from the state/union territory of ……….. to………..state/union territory.

3. That I hereby give my consent to the aforesaid shifting of registered office of thecompany.

4. That I hereby authorise the board of director/signatory of the company to do allnecessary acts, things and deeds as are required to give effect to the shifting ofregistered office of the aforesaid company.

Thanking you,

Yours faithfully

FOR …………Pvt. Ltd./Ltd.

______________________

Director/signatory

Director Identification Number -

Encl:- Board Resolution of ………..Pvt. Ltd./Ltd.

ORNO OBJECTION CERTIFICATE FROM CREDITORS

(IN CASE OF FIRM IS A CREDITOR)

The Board of Directors Date: ………………….. PRIVATE LIMITED/LIMITEDAdd. : ………..Subject: - Consent to shift the registered office of the company from the state/UnionTerritory of ………….. to the state/union territory...................



1. That I…..................... being the proprietor/partner of the firm, do hereby statethat an amount of ` ………….. is outstanding from the company ………..PRIVATE LIMITED/LIMITED as on ………..



4. That I hereby authorise Mr. …………… to do all necessary acts, things anddeeds as are required to give effect to the shifting of registered office of theaforesaid company.

Thanking you,

Yours faithfully

FOR …………(Name of firm)

……………………….Proprietor/Partner Name:

Designated Partners Identification Number—OR

NO OBJECTION CERTIFICATE FROM CREDITORS(IN CASE INDIVIDUAL IS CREDITOR)

The Board of Directors Date: ………………….. PRIVATE LIMITED/LIMITEDAdd. : ………..Subject: - Consent to shift the registered office of the company from the state/UnionTerritory of ………….. to the state/union territory...................


1. That I…..................... son of ……….. resident of ……… do hereby state that anamount of ` ………….. is outstanding from the company ……….. PRIVATELIMITED/LIMITED as on ………..



Thanking you,

Yours faithfully

………………….Name:


Appendix 33.12

FORMAT OF CHARTERED ACCOUNTANT CERTIFICATEON CHARTERED ACCOUNTANT LETTER HEAD

To whomsoever it May ConcernOn the basis of the books of account and other information given to us, we hereby

confirm and certify that …………PRIVATE LIMITED/LIMITED, a companyincorporated under the Companies Act, 1956/2013, bearing Corporate Identity Number(CIN) …………… and having registered office at …………………., has NIL amount ofCreditors/has ……… (amount) from the following creditors as on …………..

1.2.3.

Place:Date:

For………………..Chartered Accountants

(…………….)Partner/Prop.

Membership Number: …………

Appendix 33.13

FORMAT OF MEMORANDUM OF APPEARANCECompany Application no………………of 20….

Before the Regional Director, ……….Region, ……….In the matter of the Companies Act, 2013, Section 13(4)

ANDIn the matter of ………….PRIVATE LIMITED/LIMITED

having its registered office at………………….

Regional Director (……… Region)Add.:……….Sir,

Please take notice I S/o/D/o Sh. ………… R/o ……….being a companysecretary/chartered accountant/cost accountants having office at………….., am dulyauthorized to enter appearance, on behalf of ………….. PRIVATE LIMITED/LIMITED, the applicant to the above-mentioned application.

A copy of the resolution passed by the board of directors authorising me to enterappearance and to act for every purpose with the proceedings for the said party isenclosed, duly signed by me for identification.

Yours Sincerely(Name)Membership Number: ……..Address: ……..Phone Number: …………


Appendix 33.14

COPY OF PETITION TO THE REGISTRAR OF COMPANIESON COMPANY LETTER HEAD

Name, Address, CIN, Tel No., Email, Website and Fax (if any)Date-

The Registrar of Companies

Address: ……..Sub.: Advance copy of application to be filed u/s 13 of the Companies Act, 2013

Co. Name: ………………PRIVATE LIMITED/LIMITED

CIN : .......................................

Dear Sir,

Please find enclosed herewith, the advance copy of application to be filed u/s 13 ofthe Companies Act, 2013 for shifting of registered office from the state/union territory of………… to the state/union territory of …………. This is for your reference and record.

Thanking you

Yours faithfully

For ……….. PRIVATE LIMITED/LIMITED(…………)DesignationDirector Identification Number - …Encl.: as above

Appendix 33.15

COPY OF PETITION TO THE CHIEFSECRETARY/LIEUTENANT GOVERNOR, GOVERNMENT OF

……….,ON COMPANY LETTER HEAD


Date:Chief Secretary/Lieutenant Governor

Government of ………..Sub.: Special notice to Chief Secretary/Lieutenant Governor, Government of………., regarding proposed alteration of the Company’s Memorandum ofAssociation for shifting of the Registered Office from ……….. to the ...…….Dear Sir,

1. The applicant company proposes to make an application to the RegionalDirector, …….. Region under Section 13 of the Companies Act, 2013, seekingconfirmation of the special resolution passed by the company at its extra-ordinary general meeting held on ……… a copy of which is enclosed, to enablethe company to shift its registered office from …………. to ……….


2. If you desire to oppose the confirmation of the proposed alteration, please sendby registered post your objection supported by affidavit, in original to theRegional Director, ………… Region at ………………. and a copy thereof tothe Company’s Registered office at ………………… within 21 days of receiptof the notice failing which it will be deemed that you have given your assent tothe alteration and matter will be disposed off ex-parte accordingly.

For and on behalf of

…………..PRIVATE LIMITED/LIMITED

(…………)DesignationDirector Identification Number - …Encl. : A copy of the Special Resolution along with complete set of petition. (……….)

Appendix 33.16

AFFIDAVIT VERIFYING DISPATCH AND SERVICE OF NOTICEALONG WITH NEWSPAPER CUTTING

BEFORE THE REGIONAL DIRECTOR, …………. REGION …………COMPANY APPLICATION NO. ………….OF 20……….

IN THE MATTER OF THE COMPANIES ACT, 2013, SECTION 13(4)

AND

IN THE MATTER OF …………..PRIVATE LIMITED/LIMITED

(CIN-……………),A Company incorporated under the Companies Act, 1956 and having its registered

office at

…………………………………..

….….APPLICANTAFFIDAVIT PROVING DISPATCH AND SERVICE OF NOTICE

I, ……………. S/o Sh. ………….. aged ………… (in words) years by occupationDirector, residing at ……………… say as follows:—

(1) I am a Director of …………………. PRIVATE LIMITED/LIMITED, theapplicant in the application and I am duly authorised to make this affidavit on itsbehalf.

(2) I state that General Notice has been published:

(a) In …………. issue dated …………….. in the (VERNACULAR)language,being the principal language of …………., in which the registered office ofthe company is situated and,

(b) In …………… issue dated …………….. in the english language.


Both these newspapers are daily circulated in the district in which the registeredoffice of the company is situated. The relevant newspaper cuttings are enclosed.

(3) No individual notices have been sent to any creditors as there are nil creditors inthe company as on date or individual notices have been sent to all the creditorsof the company.

(4) Statements made in paragraph 2 are based upon my personal knowledge andthose made in paragraph 3 are based upon the records of the company, which Ibelieve to be true.


DIN .......................…Place:

Dated this ………….day of …………, 20……...Solemnly affirmed before me this on ………… day of ……….., 20………..

Appendix 33.17

Form No. INC-26[Pursuant Section 13(4) and rule 30 of theCompanies (Incorporation) Rules, 2014]

Before the Regional Director, ………….RegionAnd

In the matter of the Companies Act, 2013 Section 13(4) of Companies Act, 2013and Rule 30(6) (a) of the Companies (Incorporation) Rules, 2014

AndIn the matter of ………….. PRIVATE LIMITED/LIMITED

(CIN- ………….) having its registered Office at ……………….…….. Applicant

Notice is hereby given to the General Public that the company proposes to makeapplication to the Central Government under section 13 of the Companies Act, 2013seeking confirmation of alteration of the memorandum of association of the companyin terms of the special resolution passed at general meeting held on ………….. toenable the company to change its Registered office from “State of …………” to“National Capital Territory of …………”.

Any person whose interest is likely to be affected by the proposed change of theregistered office of the company may deliver or cause to be delivered or send byregistered post of his/her objections supported by an affidavit stating the nature ofhis/her interest and grounds of opposition to the Regional Director (……….. Region),……………. within fourteen days from the date of publication of this notice with acopy to the applicant company at its registered office.

At the address mentioned below:……….Private Limited/LimitedAdd.: ……………


Date:Place: For ………. Private Limited/Limited


Director Identification Number - …

Appendix 33.18

FORMAT OF INDIVIDUAL NOTICE TOCREDITORS/DEBENTURE HOLDERS

NoticeBEFORE THE REGIONAL DIRECTOR……………………. (REGION)

In the matter of Section 12 of the Companies Act, 2013And

In the matter of ……………………… Private Limited/Limited, having its registeredoffice at……….

AndIn the matter of ………………… Private limited/Limited ………………..

ApplicantSubject: Special notice to creditors/debenture holders in pursuance of Rule 30 of theCompanies (Incorporation) Rules, 2014, regarding proposed alteration of theCompany’s Memorandum of Association regarding shifting of registered officefrom……….. to …………Mr./Ms. ………….Dear Sir/Madam

1. The company proposes to make and application to the Regional Director,………… Region under section 12 of the Companies Act, 2013, seekingconfirmation of the alteration in the memorandum of association of the companyin terms of the special resolution passed by the company at its general meetingheld on ……………….., a copy of which is enclosed, to enable the company toamend the situation clause II of the memorandum of association regardingshifting of registered office from……………. To……………………

2. The company owes a sum of `………….. (Rupees……………… only) made upof `…………. as principal and `…………..as interest as on …………….(date),on account …………………….

3. In case you desire to oppose the confirmation of the aforesaid proposedalteration, please send your objections, supported by affidavit by registered postto ………. at …………….. and a copy thereof to the company’s registeredfailing which, you will be deemed to have consented to the proposed alteration.

Yours faithfullyFor ………….. Private Limited/Limited

(…………………………)DesignationDIN: ...............................

(on behalf of the applicant)


Appendix 33.19

PROOF THAT THE COMPANY IS AUTHORIZED TO USE THEADDRESS AS THE REGISTERED OFFICE OF THE COMPANY

NO OBJECTION CERTIFICATEI, ….., S/o/D/o ……….., R/o ………….., being the owner of the property situated at

…………, do hereby confirm and declare that I have no objection if the registered officeof the company “………………Limited/Private Limited” is maintained at the abovepremises w.e.f. the ………………Place: ……… (……………….)Date: ………… Owner

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Appendix 33.20

SAMPLE BOARD RESOLUTION------------------------------------------------------------------------------------------------------------

Resolution No.:....................of .................Board Meeting/20..........

1. SHIFTING OF REGISTERED OFFICE FROM............ TO...........

“RESOLVED THAT pursuant to section 12 and 13 and other provisions, ifany, of the Companies Act, 2013 read with the Companies (Incorporation)Rules, 2014 and subject to the approval of the shareholders of the company, theconsent of the board be and is hereby given to shift the registered office of thecompany from ……………… to……………..RESOLVED FURTHER THAT clause II of the memorandum of associationof the company be altered to read as:

“The registered office of the company will be situated in the …………….. ”RESOLVED FURTHER THAT Mr/Ms.............,of the company be and ishereby authorised to file the necessary forms with the Registrar of Companies,……….. and with the Central Government and also authorized to do all otheracts, things and deeds as may be required for giving effect to the said resolution.

RESOLVED FURTHER THAT M/s.............., Company Secretaries/CharteredAccountants/Cost Accountants, having office at.................., be and is herebyauthorized to certify and file the necessary Forms and return with the Registrarof Companies, ………. and the Central Government.”

-------------------------------------------------------------------------------------------------------

Resolution No.:....................of .................Board Meeting/20........

2. CALLING OF AN EXTRA-ORDINARY GENERAL MEETING

“RESOLVED THAT an general meeting of the company be convened on …....,the …............ at …..A.M./P.M. at the registered office of the company at…………….. to obtain the consent of the shareholders of the company for theproposed change of registered office of the company form…………to…………


RESOLVED FURTHER THAT the draft notice of the …. extra-ordinarygeneral meeting placed before the meeting and duly initialed by thechairman/chairperson for the purpose of identification, be and is herebyapproved and Mr/Ms............., of the company be and is hereby authorised tosign and issue the same to all the directors, members and auditors of thecompany.

RESOLVED FURTHER THAT Mr/Ms............., of the company be and ishereby authorised to do all act, things and deeds necessary to give effect the saidresolution.”

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Appendix 33.21

SAMPLE SHAREHOLDERS RESOLUTIONS:-----------------------------------------------------------------------------------------------------------

Resolution No.: .................... of ................. General Meeting/20..........

1. SHIFTING OF REGISTERED OFFICE FROM ............ TO ...........

“RESOLVED THAT pursuant to section 12, 13 and other provisions, if any, ofthe Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014and subject to approval of the Regional Director and other applicable authorities,the consent of the shareholders of the company be and is hereby given to shiftthe existing registered office of the company from ……………… to……………RESOLVED FURTHER THAT clause II of the memorandum of associationof the company be altered to read as:

The registered office of the company will be situated in the …………….. (Nameof the State/Union Territory).”

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Appendix 33.22

FORMAT OF NOTICE CALLING THE GENERAL MEETINGOn the letter head of the company

NOTICENotice is hereby given that the …………… General Meeting of the shareholders of

the company ………………….. PRIVATE LIMITED/LIMITED will be held on…………, the ……….day of ……., 20... at ……. at the registered office of the companyat …………………… to transact the following business:

AS SPECIAL BUSINESS:

1. SHIFTING OF REGISTERED OFFICE FROM THE STATE OF ……….TO THE ………..To consider, and if thought fit, to pass, with or without modification, thefollowing resolution as a special resolution:

“RESOLVED THAT pursuant to section 12, 13 and other provisions, if any, ofthe Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014


and subject to approval of the Regional Director and other applicable authorities,the consent of the shareholders of the company be and is hereby given to shiftthe existing registered office of the company from ……………… to………….

RESOLVED FURTHER THAT clause II of the memorandum of associationof the company be altered to read as:

The registered office of the company will be situated in the …………….. (Nameof the State).”

By order of the Board

FOR …………………………….. PRIVATE LIMITED/LIMITEDPlace: ……….Date: ……….


DIN ............…………..NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING ISENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OFHIMSELF/HERSELF AND THAT PROXY NEED NOT BE A MEMBER OFTHE COMPANY. THE PROXIES IN ORDER TO BE EFFECTIVE, MUST BEDEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY DULYEXECUTED NOT LATER THAN 48 HOURS BEFORE THECOMMENCEMENT OF THE EXTRA-ORDINARY GENERAL MEETINGOF THE COMPANY.

2. An explanatory statement pursuant to Section 102 (1) of the Companies Act,2013 for item no. 1 is annexed hereto.

3. A route map to reach the venue of General Meeting is enclosed for yourconvenience.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THECOMPANIES ACT, 2013

ITEM NO. ………..:The company was incorporated on ………. having registered office at …………….

in the state of ……. As the business opportunities are growing in ………… and thedirectors also have their entities in ……… and number of our client’s companies havetheir controlling office in and around ………… with the said reasons the business of thecompany can be conducted more economically and efficiently in …………… and theshifting of the office to ………….. will be in the interest of the company. The alterationproposed in Clause-II of the company’s memorandum of association for the purpose ofchanging the company’s registered office from the state of ………… to the ………..,would be in the interests of the company and its members. Since interests of no onewhosoever would be prejudiced by the proposed alteration in the company’smemorandum of association, it is just and equitable that the alteration may kindly beconfirmed by the members of the company.

Pursuant to applicable provisions of the Companies Act, 2013, none of the directorsof the company and their relatives is concerned or interested, financially or otherwise, inthe resolution.


The copy of the memorandum of association of the company is available forinspection of members on any working day, during business hours at the registered officeof the company.

The board recommends the resolution for the approval of the shareholders as aspecial resolution.

procedure for shifting of registered office from one …

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