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“Annexure
‘E’
“FORM
1”
[Form
for filing petition(s) to the Central Government (Regional Director) pursuant
to section 13 (4) of the Companies Act, 2013)]
BEFORE
THE REGIONAL DIRECTOR,
CHENNAI
COMPANY PETITION No.
IN
THE MATTER OF SECTION 13(4) OF THE COMPANIES ACT, 2013
AND
IN
THE MATTER OF ABC PRIVATE LIMITED
ABC
PRIVATE LIMITED
Regd. Off.: ----------------------------,
--------------------------------------------,
Coimbatore ------------
Tamil Nadu. .
PETITIONER
Versus
THE REGISTRAR,
Registrar of companies,
Stock
Exchange Building, II Floor,
683,
Trichy Road,
Singanallur,
Coimbatore
– 641005
RESPONDENT
PETITION
CONFIRMING ALTERATION OF MEMORANDUM OF ASSOCIATION
IN
RESPECT OF SHIFTING OF REGISTERED OFFICE
FROM
THE COIMBATORE IN THE STATE OF TAMIL NADU, TO HYDERABAD
IN
THE STATE OF TELANGANA
DETAILS OF PETITION:
I.
PARTICULARS
OF THE COMPANY, WHETHER PETITIONER OR NOT (SEE REGULATION 16):
The
Petitioner Company M/s ABC PRIVATE
LIMITED (hereinafter called the Company) was originally incorporated under
the Companies Act, 1956, on April 24th, 2012 with the Registration
No.------------ in the State of Tamil Nadu in
the name and style of ABC PRIVATE
LIMITED and is an existing Company under the Companies Act, 1956. The present
Registered Office of the Company is situated at ----------------------------------------------.
(a)
The present Authorized Share Capital of the Company
is Rs. -----------/- ( -------------------
) divided into ------- (------), Equity Shares of Rs.100/- each.
(b)
The Company was incorporated for
carrying on the business set out in the Main Objects, inter-alia, given below:
1. To
carry on in India or abroad, Industrial Research, Design and Technological
Development Activities through acquisition or otherwise, inclusive of
conceptualization of innovative, useful and commercially attractive ideas;
Technical cum Industrial Solution or Processes or Technologies or Software or
new technology based Products or Plant, Machine, Products or Process Designs,
leading to Patents, Copyrights, Trademarks, Registered (Industrial) Designs,
etc., or even otherwise, and also carrying out fabrication, manufacture,
assembling, erection, commissioning, fine tuning, operation and optimization of
near industrial sized pilot plants to establish, demonstrate, market and
document our novel technologies, processes, products and design and also to
establish our ability to integrate them with existing technologies, industrial
plants, machineries and processes, to aid their commercialization; license,
lease or selling of our technologies, Processes, products and designs of all
kinds to any appropriate manufacturing Company or companies, from anywhere in
India or aBoard, for the purpose of commercializing them and to enable them to reach out to their
entire market in shortest time and also in a cost effective and efficient
manner.
2. To
invest in viable generation/ production of bio-masses, agro-residues,
bio-energy and green sustainable energies inclusive of energy plantations with
a view to improve on our ability to generate better technologies.
3. To
protect, renew, promote, market, license, lease, franchise, transfer, gift,
hold, sell or otherwise deal in any manner whatsoever with our innovative
technologies, products, processes and designs, after adequately establishing
them at the level of near industrial sized pilot plants.
4. To
develop, manage and promote all kinds of lands, waste lands, farms, forests or
energy plantations for raising and selling efficient, cost effective and
sustainable biomasses or agro-residues in conjunction with other life-stocks
and with or without wasteland development or eco-tourism.
5. To
collate, document and disseminate knowledge; to conduct research or to endow
research chairs in academic and research institutions to improve global
understanding about the processes of innovation, proper management of
innovations and conditions that lead to innovation; attract, nourish and tap on
innovations and innovative ideas of others.
6. To
search for nurture, incubate, improve, demonstrate, establish, market, promote,
sell or license useful and innovative technologies, products, processes and
designs developed by others, by providing them with grants, scholarships, seed
capital, venture capital, equity capital, other required facilities, help and
support, with a view to mutually benefit and share profits.
7. To
collaborate with other academic, research, design, consulting & knowledge
or technology developing, disseminating, demonstrating, evaluating or marketing
organizations to acquire new technologies, products, processes, designs,
innovative ideas, concepts, intellectual properties, know-hows and know- whys
from others, for further development or just for resale or to combine them with
our or others technologies.
Please
find enclosed, certified copy Memorandum and Articles of Association of the Company
annexed hereto as Annexure -”A” for
your information.
II.
PARTICULARS
OF THE PETITIONER:
M/s.
ABC PRIVATE LIMITED Regd. Off.: --------------------------------------------------,
itself is the Petitioner.
III.
PARTICULARS
OF THE RESPONDENT:
The
respondent herein is “The Registrar, Registrar of Companies, Coimbatore, having
their office at Stock Exchange Building, II – Floor, 683, Trichy Road,
Singanallur, Coimbatore - 641005.
IV.
JURISDICTION
OF THE BENCH:
The Petitioner hereby declares that the subject matter of the Petition is
within the jurisdiction of the Regional Director, Southern Region.
V.
LIMITATION:
The Petition is not barred
by Limitation.
VI.
FACTS
OF THE CASE ARE GIVEN BELOW:
The Company was registered with the Registrar of Companies, Coimbatore
in the State of Tamil Nadu and incorporated on April, 24th
2012 to carry on business as given in Para I (b) to this petition.
1. The Registered Office of the Company though presently situated at
Coimbatore in the State of Tamil Nadu, since the majority of the Directors are
situated the State of Telangana, Directors finds it difficult for them to
manage the day to day affairs of the Company from Coimbatore. Further, it is very difficult to be effective
in the administration process of the Company and hence, the Board felt prudent
to shift the registered office from Coimbatore in the State of Tamil Nadu to
Hyderabad in the State of Telangana in order to achieve the
effectiveness of the efficiency of the administration and day to day activities
of Company.
2. The proposed shifting of the registered office would also enable
the Company to exercise better compliance of various Statutory Acts, timely
control, thereby facilitating proper administration and functioning of the Company.
This will help the Company to carry on its business more economically and
efficiently. Hence, the Board felt it
prudent to shift the registered office from Coimbatore in the State of Tamil
Nadu to Hyderabad in the State of Telangana.
3. To streamline operations of the Company and to manage operating
costs prudently, the Petitioner Company proposes to seek the approval of the Regional
Director, Southern Region, Chennai for shifting of its Registered Office from Coimbatore
in the State of Tamil Nadu to Hyderabad in the State of Telangana.
4. The Board of Directors have unanimously approved the proposed
shifting in their meeting held on -------------------- and the shareholders of the Company
have also unanimously approved the shifting and the alteration of Clause II of
the Memorandum of Association, at the Extraordinary General Meeting of the Company
held on ---------------------. It is in the interests of the Company
and its Shareholders and all concerned, the Registered Office of the Company be
allowed to be shifted.
5. The Special Resolution passed at the Extraordinary General Meeting
of the Company held on -----------------, after giving due
notice as provided in the Companies Act, 2013, is as follows:
“RESOLVED
THAT subject to the confirmation of
the Regional Director, Southern Region, Chennai, Tamil Nadu, under section 13
(4) and other applicable provisions, if any, of the Companies Act, 2013, and
subject to such other approvals as may be required from Central Government or
any other Government, non-government Authorities, the Registered Office of the Company
be shifted from Coimbatore in the State of Tamil Nadu to Hyderabad in the State
of Telangana and clause II of the Memorandum of Association of the Company be
altered by substituting the words “in
the State of Tamilnadu” by the words “ in the State of Telangana”.
“RESOLVED
FURTHER THAT the Board of Directors
of the Company be and are hereby authorized to sign necessary papers, take
necessary steps to give effect to the resolution including to take such steps
as may be necessary to obtain confirmation of the Regional Director, Southern
Region, Chennai, Tamil Nadu, in respect of the aforesaid alteration of clause
II of the Memorandum of Association of the Company and to agree to such
modification, terms and conditions with reference thereto as may be directed by
the Regional Director, Southern Region, Chennai, Tamil Nadu, and to modify the
same accordingly”.
“RESOLVED
FURTHER THAT on obtaining the
confirmation from the Regional Director, Southern Region, Chennai, Tamil Nadu,
the Registered Office of the Company be
shifted from the Coimbatore in the State of Tamil Nadu to Hyderabad in the
State of Telangana.”
“A Certified
copy of Notice, Extracts of the Resolution, Explanatory Statement and minutes
of the Extraordinary General Meeting annexed hereto as Annexure -“B”.
Copy
of E-Form MGT-14 and certified copy of the resolution passed at the EGM held on
------------------ along with the explanatory statement filed with the Registrar
of Companies and Filing Receipt evidencing filing of the same annexed hereto as
Annexure –“C”.
6. The
Petitioner Company declares that there are ------- Employees at present as on
date of submission of this petition and none of the employees will be
retrenched on the consequence of shifting of the registered office of the Company.
An Affidavit confirming the same is
annexed hereto as Annexure
“D”.
7. As
on -----------------, the Company does not have any Secured Loans /Unsecured
Loans does not arise here. Affidavit confirming no secured or unsecured
creditors is enclosed herewith as ‘Annexure
E’.
8. The
Petitioner further submits that as required by Regulation 36(i), a General Notice
of the petition has been published by the Company in -------------------- (“In
vernacular language of Tamil”) and in ---------------- (English daily newspaper)
in their issues on --------------------. Both these newspapers circulate widely in
Coimbatore, Tamil Nadu where the Registered Office of the Company is presently situated.
Please find enclosed, copy of public notice published in the local and English
news papers annexed hereto as Annexure –F
After
the publication of the said notice and till date, 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 Telangana.
9. Notice
of the petition together with a copy of the petition has been served on the
Chief Secretary, State of Tamil Nadu on
through Speed Post. A Copy of the Postal Receipt
confirming submission of copy of petition with the office of Chief Secretary of
the State of Tamil Nadu along with the affidavit is annexed hereto as Annexure “G”.
A Copy
of Form GNL-1 (Form 61) and filling receipt confirming submission of Petition
with the Registrar of Companies, Coimbatore, Tamil Nadu annexed hereto as Annexure “H”.
10. Since
the Company had No Secured /Unsecured Creditors the serving of Individual
notice of petition pursuant to Regulation 36 (1) (ii) of the Company Law Board
Regulations, 1991 does not arise here.
11. A
copy of the Provisional Balance Sheet as at 10th September, 2014 is annexed
to the petition as Annexure – “I”.
12. None
of the Directors of the Company have any material interest in the proposed
alteration in general. No one will be prejudiced in any manner whatsoever by
the proposed alteration of the Memorandum of Association of the Company and it
is just and equitable that the alteration should be confirmed by the Regional Director,
Chennai. A list of present Directors and shareholders of the Company are
annexed hereto as Annexure – “J”.
13. Affidavit
verifying the petition, Affidavit verifying the Publication of General Notice
in news papers are annexed to the petition as Annexure – “K”, Annexure –“L”
respectively.
14. At
the Board Meeting of the Company held on --------------- the Board has
authorized ------------------------------, to do all acts, deeds and things for
and on behalf of the Company including appearing before the Regional Director,
Southern Region, Chennai, in connection with the petition. Certified copies of
the Board Resolution are annexed herewith as Annexure - ‘”M” and also
find Memorandum of appearance marked as Annexure
- ”N”.
15. In
making this petition to the Regional Director, Southern Region, Chennai, due
compliance has been made by the Company
to the provisions of the Act and pursuant to the Regulation 30 of the Companies
(Incorporation) Rules, 2014, as amended from time to time.
16. The Company
states that unless an order as prayed for is made, the Company shall suffer
irreparable loss and prejudice.
17. This
application is made bona fide and in the interests of justice.
VII. MATTERS NOT PREVIOUSLY FILED OR PENDING
WITH ANY COURT:
The
Petitioner further declares that it has not previously filed any application,
writ petition or suit regarding the matter in respect of which this petition
has been made, before any court of law or any other authority or any other
Bench of the Board and not any such application, writ petition or suit is
pending before any of them.
VIII. RELIEF(S) SOUGHT:
In
view of the facts mentioned in Para VI above, the Petitioner prays for the
following:
a)
That the alteration of the situation clause
of the Memorandum of Association of the Company effected by the Special
Resolution set out in Paragraph VI (5) above and passed at the Extra ordinary
General Meeting of the Members of the Company held on 05.09.2014 be confirmed
with such modifications and as the Hon’ble Bench may deem fit and proper; and
b)
That such other order may be made as in the
circumstances of the case, the Hon’ble Bench may deem fit.
IX. INTERIM ORDER, IF ANY, PRAYED FOR:
No
Interim Order is prayed for.
X.
PARTICULARS
OF BANK DRAFT EVIDENCING OF FEE FOR THE PETITION OR APPLICATION MADE:
Enclosing
herewith a Demand Draft / Challan, Favoring THE PAY AND ACCOUNTS OFFICER, MINISTRY
OF CORPORATE AFFAIRS.
For ABC PRIVATE LIMITED
---------------- -------------------
(Director) (Director)
Signed on --------------------.
XI. LIST OF ENCLOSURES:
S.NO.
|
ENCLOSURE
|
ANNEXURE
|
PAGE NO.
|
1.
|
Certified
true Copy of the Memorandum & Articles of Association
|
A
|
|
2.
|
Certified
copy Notice, Extracts of the Resolution, Explanatory Statement and minutes of
the Extraordinary General Meeting on ----------.
|
B
|
|
3.
|
Copy of
Form MGT 14 and filing receipt filed with the Registrar of Companies, Tamil
Nadu.
|
C
|
|
4.
|
Affidavit
Confirming No Employees.
|
D
|
|
5.
|
A copy of
No-objection letters from Creditors.
|
E
|
|
6.
|
Original
Newspaper cutting of public notice issued in Tamil (Vernacular Language) and
English.
|
F
|
|
7.
|
A proof
of service of petition with the office of Chief Secretary of the State of Tamil
Nadu along with the affidavit
|
G
|
|
8.
|
A copy of
E-Form GNL-1 and filling receipt confirming submission of Petition with the
Registrar of Companies, Tamil Nadu.
|
H
|
|
9.
|
List of
creditors as on XX-XX-XXX long with affidavit verifying the List of
creditors.
|
I
|
|
10
|
Specimen
Notice, Proof of Service of Notice to creditors by “Speed Post” along with
affidavit proving Dispatch and Service of Notice
|
J
|
|
11
|
Audited
Balance Sheet as on ----------------
|
K
|
|
12
|
Provisional
Balance Sheet as on XX-XX-XXX
|
L
|
|
13.
|
List of
Present Directors and Shareholders of the Company
|
M
|
|
14.
|
Affidavit
verifying the petition
|
N
|
|
15.
|
Affidavit
verifying the Publication of General Notice in news papers
|
O
|
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