Draft Documents For Shifting of Registered Office From One State To Another State

DOCUMENTS FOR SHIFTING OF REGISTERED OFFICE

SHIFTING OF REGISTERED OFFICE FROM _______________ TO _________________________
Relevat Sec. & Rules	Steps	Action Points	Time Limit	Documents Required	Signed by	Remarks
Step No. 1- Convene a Board Meeting
Section 101 and Rule 30(1) of Chapter II	Hold Board Meeting (BM) to approve following agendas: (a) proposal for shifting of registered office from one state to another (b) calling of shareholders meeting deciding the date, time and place of shareholder meeting	Send Notice of EGM to the shareholders
Step No. 2- Passing of Special Resolution
Section 12 and 13	Convene EGM and pass the following Special Resolution (SR): (a) confirmation for shifting of registered office	File MGT-14 with ROC	within 30 days from the date of EGM	1. Notice of EGM along with the Explanatory Statement	Any one director and Round Stamp	On the letter head of Company
				2. Certified True Copy(CTC) of SR	Any one director and Round Stamp	On the letter head of Company
				3. Consent of Shareholders if meeting is at shorter notice (Letter from each shareholder)	Concerned shareholder	On the letter head of shareholder if a body corporate otherwise A4 size plain paper
Step No. 3- Advertisement of Application
Rule 30(6)(a) of Chapter II	Advertise the Application in one Vernacular Language newspaper and in one English newspaper circulating in the state in which registered office of the company is presently situated	Published in both the newspaper	atleast 14 days before the date of hearing	Format of Advertisement given in INC-26	-	-
Step No. 4- Notice to RoC and Chief Secretary
Rule 30(6)(c) and 30(3) of Chapter II	A notice together with the copy of the application to be sent to the Registrar and Chief Secretary	One original set of documents to be sent through registered post to ROC and Chief Secretary	Within one month from the date of list of creditors and at least 14 days before the date of hearing	1. CTC of BM held in Step No.1	Any one director and Round Stamp	On the letter head of Company
				2. Notice of EGM along with the Explanatory Statement	Any one director and Round Stamp	On the letter head of Company
				3. CTC of SR passed in Step No.2	Any one director and Round Stamp	On the letter head of Company
				4. Copy of Shorter Notice Consent of Shareholders	Concerned Shareholder	On the letter head of shareholder if a body corporate otherwise A4 size plain paper
				5. Certified Copy of Memorandum and Articles of Association of the Company	Any one director and Director Stamp	Details regarding Name, DIN & address of signing director shall also be metioned with every signing
				6. Certified Copy of minutes of EGM	Any one director and Director Stamp	A4 size plain paper
				7. List of creditors containing the names, addresses, nature and amount of debt, claims or liabilities and should not be more than one month old from the date of filing of application	CS and Two directors one of whom shall be MD and Round Stamp	On the letter head of Company
				8. List of shareholders containing names, address, no. of shares and % holding and should not be more than one month old from the date of filing of application	Two directors and Round Stamp	On the letter head of Company
				9. Notice to creditors (Notice shall serve to creditors atleast 14 days before the date of hearing)	Any one director and Round Stamp	On the letter head of Company
				10. NOC from creditors, if received till that date	Concerned Creditor	On the letter head of creditor if a body corporate otherwise A4 size plain paper
				11. Petition	Any one director and Round Stamp on every page	1. Details regarding Name, DIN & address of signing director shall also be metioned with every signing 2. Legal size paper with Rs. 25 Court Fee Stamp
				12. Affidavit verifying the petition	Any one director on every page	A4 size plain paper
				13. Affidavit verifying the list of creditors	Respective person on every page	To be taken separately from CS and Two directors one of whom shall be MD - A4 size plain paper
				14. Affidavit verifying non retrenchment of employees	Any one director on each page	A4 size plain paper
				15. Affidavit proving dispatch, service and publication of notice	Any one director on each page	Legal size paper
				16. Original Clipping of newspaper advertisement	-	-
				17. Copy of MGT-14 along with the MCA Receipt	Any one director and Director Stamp	A4 size plain paper
				18. Memorandum of Appearance	Company Secretary who has been authorized	Legal Size Paper with Rs. 10 Court Fee Stamp
Step No. 5- Application to RD
Section 13(4) read with Rule 30 of Chapter II	Petition shall be submitted physically with the RD	Before submission physically, file GNL-1 and INC-23 with ROC online.	within one month from the date of list of creditors	1. All the annexures as mentioned in Step-4	As explained in Step 4	As explained in Step 4
				2. Affidavit proving service of notice to Chief Secretary	Any one director on every page	A4 size plain paper
				3. A copy of acknowledgement of service of application with ROC	-	-
				4.Copy of Form INC-23 and GNL-1 along with their MCA Receipts	Any one director and Director Stamp	A4 size plain paper
Step No. 6- Filing of Form INC-28
Rule 31 of Chapter II	After hearing and on receipt of certified true copy of order of RD, file Form INC-28	File INC-28 with ROC	within 30 days from the date of receipt of certified true copy of RD order	1. Certified True Copy of RD order 2. Altered MOA mentioning the state in which registered office is required to be change	Altered MOA to be signed by any one director and Director Stamp	Details regarding Name, DIN & address of signing director shall also be metioned with every signing
Step No. 7- Convening a Board Meeting
Section 12(4) of Chapter II	After approval received from RD, the company shall convene BM to take RD order on record and effect the shifting of Registered Office	File INC-22 with ROC	within 15 days from the date of change	1. Certified True Copy of RD order	-	-
				2. CTC of BM	Any one director and Round Stamp	On the letter head of Company
				3. Altered MOA mentioning the state in which registered office has been changed	Any one director and Director Stamp	Details regarding Name, DIN & address of signing director shall also be metioned with every signing
				4. Proof of Registered Office address (viz. Conveyance/Lease deed/Rent Agreement along with the rent receipts)	-	-
				5. NOC if the property is owned by any other entity	Concerned Person	A4 size plain paper
				6. List of Companies (specifying their CIN) having the same registered office	Any one director and Round Stamp	On the letter head of Company
Notes:	1. Affidavits shall be taken on Stamp Paper of Rs. 10 and get it notarized after signing
	2. Documents shall be signed by the director who has been authorised in the Board Meeting and in case document is signed by Foreign Director, outside India, then the same shall be Apostille/ Consularized from his home country along with his ID Proof
	3. In case document is signed by Foreign Director and such director is in India then the same shall be taken on Stamp Paper and get it notarized after signing
	4. Four original copies of all the documents will be required from the client
	5. A duly authenticated copy of the list of creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of a sum not exceeding ten rupees per page to the company
	6. First two pages and subscriber sheet to be signed on every copy of MOA & AOA
	7. Any document except Affidavit signed by the director/ CS shall contain his name, designation, DIN/ Membership No. and residential address as provided in DIN details
	8. CIN of the company should be mentioned on the letter head of the company, wherever applicable

DRAFT FORMAT

AFFIDAVIT PROVING DESPATCH, SERVICE AND PUBLICATION OF NOTICE

AFFIDAVIT

PETITION UNDER SECTION 13 FOR CONFIRMING ALTERATIONS OF

MEMORANDUM OF ASSOCIATION

BEFORE THE REGIONAL DIRECTOR, NORTHERN REGION BENCH,

NOIDA

PETITION NO. …………………. OF 2016

In the matter of the Companies Act, 2013, Section 13 of the said Act for confirmation of alteration of Memorandum of Association

And

In the matter of ______________________ PRIVATE LIMITED, a Company registered under the Companies Act, 1956 and carrying on business at ______________________________, City : _____________, Pin Code : __________

AFFIDAVIT PROVING DESPATCH, SERVICE AND PUBLICATION OF NOTICE

I, (Director Name) S/O ______________, aged about ________ years at present residing at _____________________, City : ___________, Pin Code : ___________, State : ______________, do solemnly affirm and say as follows:-





1) I am the Director of ____________________________, Petitioner in the petition abovementioned and duly authorised to make this Affidavit on its behalf.


2)   A general Notice, as required under regulation 56 was published in Daily edition of __________________ (in Hindi Language) dated _____________ and in the _______________ (the English News Paper) dated _______________. The Newspaper cuttings are enclosed.

  
3)  Individual notices to the debenture holders were not sent, as there are no debenture holders as such.


4)  That Special notices in pursuance of Regulation 36(2) ibid was also sent by registered post with acknowledge due to the Lt. Governor, National Capital Territory of New Delhi.


5)   That the statements made in paragraphs 2, 3 and 4 above are true to our personal
knowledge and are based on the records of the Company.

DEPONENT

VERIFICATION :



I, _______________ S/o ___________________ swear and solemnly affirm that contents of this Affidavit / Declaration is true and correct and that it conceals nothing and that no part of it is false.

DEPONENT

Solemnly affirmed before me this ___ day of ________, 2016. 

AFFIDAVIT VERIFYING THE LIST OF CREDITORS & DEBENTURE HOLDERS 2 

 

AFFIDAVIT

PETITION UNDER SECTION 13 FOR CONFIRMING ALTERATIONS OF

MEMORANDUM OF ASSOCIATION

BEFORE THE REGIONAL DIRECTOR, NORTHERN REGION BENCH,

NOIDA

PETITION NO. …………………. OF 2016

In the matter of the Companies Act, 2013, Section 13 of the said Act for confirmation of alteration of Memorandum of Association

And

In the matter of______________________ PRIVATE LIMITED, a Company registered under the Companies Act, 1956 and carrying on business at _____________________________, City :  ______________, Pin Code : _______.

 

……PETITIONER

AFFIDAVIT VERIFYING THE LIST OF CREDITORS & DEBENTURE HOLDERS

I, (Director Name) S/O. ______________ , aged about _____ years and at present residing at ______________________, City : _______________, Pin Code : _________, State : _______________ do solemnly affirm and say as follows:-

1) We are the Director of ________________________, Petitioner in the petition

above mentioned and duly authorised to make this Affidavit on its behalf.

2) That we have made full enquiry into the affairs of the petitioner company above

mentioned and having done so, have formed the opinion that the list of creditors as on

______________ is NIL and, that there are no other debts of or claims against the

petitioner company to our knowledge.

3) Individual notices to the creditors of the Company were not sent, as there are no

Creditors as such.

4) That all the statements made in the foregoing affidavit are correct and true to our

personal knowledge and are based on the records of the Company.

5) Individual notices to the debenture holders were not sent, as there are no debenture

holders as such.

DEPONENT DEPONENT

VERIFICATION :

We, (Director Name) & (Director Name) S/o ______________ and solemnly affirm that contents of this Affidavit / Declaration is true and correct and that it conceals nothing and that no part of it is false.

DEPONENT DEPONENT

Solemnly affirmed before me this ___ day of ________________, 2016.

AFFIDAVIT VERIFYING THE LIST OF CREDITORS & DEBENTURE HOLDERS FROM TWO DIRECTORS

AFFIDAVIT

PETITION UNDER SECTION 13 FOR CONFIRMING ALTERATIONS OF

MEMORANDUM OF ASSOCIATION

BEFORE THE REGIONAL DIRECTOR, NORTHERN REGION BENCH,

NOIDA

PETITION NO. …………………. OF 2016

In the matter of the Companies Act, 2013, Section 13 of the said Act for confirmation of alteration of Memorandum of Association

And

In the matter of ______________________ PRIVATE LIMITED, a Company registered under the Companies Act, 1956 and carrying on business at ______________________, City : _______________, Pin Code : _________, State : _______________.

 

……PETITIONER

AFFIDAVIT VERIFYING THE LIST OF CREDITORS & DEBENTURE HOLDERS

We, (Director Name) & (Director Name) S/o ______________ , aged about ______ years and _________ years respectively and at present residing at ______________________, City : _______________, Pin Code : _________, State : _______________ do solemnly affirm and say as follows:-

1) We are the Director of _________________, Petitioner in the petition above

mentioned and duly authorised to make this Affidavit on its behalf.

2) That We have made full enquiry into the affairs of the petitioner company above

mentioned and having done so, have formed the opinion that the list of creditors as on dated

________________ is NIL and, that there are no other debts of or claims against the

petitioner company to our knowledge.

3) Individual notices to the creditors of the Company were not sent, as there are no

Creditors as such.

4) That all the statements made in the foregoing affidavit are correct and true to our

personal knowledge and are based on the records of the Company.

5) Individual notices to the debenture holders were not sent, as there are no debenture

holders as such.

DEPONENT DEPONENT

VERIFICATION :

We, (Director Name) & (Director Name) S/o ______________ and solemnly affirm that contents of this Affidavit / Declaration is true and correct and that it conceals nothing and that no part of it is false.

DEPONENT DEPONENT

Solemnly affirmed before me this ___ day of ________________, 2016.

AFFIDAVIT

PETITION UNDER SECTION 13 FOR CONFIRMING ALTERATIONS OF

MEMORANDUM OF ASSOCIATION

BEFORE THE REGIONAL DIRECTOR, NORTHERN REGION BENCH,

NOIDA

PETITION NO. …………………. OF 2015

In the matter of the Companies Act, 2013, Section 13 of the said Act for confirmation of alteration of Memorandum of Association

And

In the matter of ______________________ PRIVATE LIMITED, a Company registered under the Companies Act, 1956 and carrying on business at ______________________, City : _______________, Pin Code : _________, State : _______________

And

In the matter of: ______________________ PRIVATE LIMITED

………… PETITIONER

AFFIDAVIT VERIFYING THE PETITION

I, (Director Name) S/O. _____________ , aged about ______ years at present residing at ______________________, City : _______________, Pin Code : _________, State : _______________, do solemnly affirm and say as follows:-

1) I am the Director of __________________________, Petitioner in the petition
above mentioned and duly authorised to make this Affidavit on its behalf.

2) The statements made in paragraphs mentioned under point No. 1 to 28 of the enclosed 
petition are based on information derived from records of the Company, which I believe to
be true and correct to best of my knowledge and belief and at last paragraph is a prayer to
this Hon’ble Bench.

3) I do solemnly affirm that this declaration is true that it conceals nothing and that no part
of it is false.

DEPONENT

VERIFICATION :

I, ______________ S/O. _____________ , swear and solemnly affirm that contents of this Affidavit / Declaration is true and correct and that it conceals nothing and that no part of it is false.

DEPONENT

Solemnly affirmed before me this ___ day of _____________, 2016. 

 

AFFIDAVIT VERIFYING THE PETITION

AFFIDAVIT

PETITION UNDER SECTION 13 FOR CONFIRMING ALTERATIONS OF

MEMORANDUM OF ASSOCIATION

BEFORE THE REGIONAL DIRECTOR, NORTHERN REGION BENCH,

NOIDA

PETITION NO. …………………. OF 2016

In the matter of the Companies Act, 2013, Section 13 of the said Act for confirmation of alteration of Memorandum of Association

And

In the matter of ______________________ PRIVATE LIMITED, a Company registered under the Companies Act, 1956 and carrying on business at ______________________, City : _______________, Pin Code : _________, State : _______________.

And

In the matter of:______________________ PRIVATE LIMITED

………… PETITIONER

AFFIDAVIT VERIFYING THE PETITION

I, ________________ S/o________________-- , aged about _______ years at present residing at ______________________, City : _______________, Pin Code : _________, State : _______________, do solemnly affirm and say as follows:-

1) I am the Director of ______________________, Petitioner in the petition above

mentioned and duly authorised to make this Affidavit on its behalf.

2) The statements made in paragraphs mentioned under point No. 1 to 28 of the enclosed

petition are based on information derived from records of the Company, which I believe to

be true and correct to best of my knowledge and belief and at last paragraph is a prayer to

this Hon’ble Bench.

3) I do solemnly affirm that this declaration is true that it conceals nothing and that no part

of it is false.

                                                                                                                                 DEPONENT

VERIFICATION :

I, ___________________ S/o ________________ swear and solemnly affirm that contents of this Affidavit / Declaration is true and correct and that it conceals nothing and that no part of it is false.

DEPONENT

Solemnly affirmed before me this ___ day of _____________, 2016.

EGM MINUTES

========================================================

MINUTES OF MEETING OF THE BOARD OF DIRECTORS OF _______________ PRIVATE LIMITED HELD ON TUESDAY, THE _______^th DAY OF _______________, 2016 AT THE REGISTERED OFFICE OF THE COMPANY AT ________________________________________, CITY : _____________, PIN CODE : ________ AT 11.00 A.M.

========================================================

MEMBERS PRESENT: 

1. Mr. ___________ - Director & Chairman
2. Mr. ___________ - Director

1. CHAIRMAN OF THE MEETING

Mr. ________________, Chairman of the Meeting took the Chair and welcomed the members of the Board to the Meeting of the Board of Directors of the Company. The Quorum being present, the Chairman called the Meeting to order.

2. MINUTES OF THE LAST BOARD MEETING

The Minutes of the last Board Meeting having been circulated were taken as read and approved and chairman signed the same as fair and correct.

3. SHIFTING OF REGISTERED OFFICE AND SUBSEQUENT ALTERATION OF CLAUSE-II OF MEMORANDUM OF ASSOCIATION

The Chairman discussed with the Members for shifting of Registered Office of the Company from the National Capital Territory of Delhi to The State of Haryana as the Company has its Corporate Office in Haryana and is currently working from there only. The proposal was consented by the Members present in the meeting and the following resolution was passed:-

“RESOLVED THAT pursuant to Section 13(4) and Section 12(5) of the Companies Act, 2013 and Companies (Incorporation) Rules, 2014 subject to the confirmation of Hon’ble Regional Director of companies, Northern Region, Noida, the Registered office of the company be shifted from the “National Capital Territory of Delhi” to the “State of Haryana” and that Clause-II of the memorandum of Association be altered by substituting the words “National Capital Territory of Delhi” by the words “State of Haryana”

RESOLVED FURTHER THAT Mr. ____________________, Director of the company or __________________ be and are hereby authorized to file the petition along with the required documents and paper before the Hon’ble Regional Director of the companies Northern Region, Noida and to appoint Authorised Representative to appear for and represent the company before the Hon’ble Regional Director of the companies Northern Region Noida and to do all such Acts and things as may be deemed necessary in connection therewith and incidental and ancillary thereto.”

4. VOTE OF THANKS 

There being no other item, meeting came to an end with a vote of thanks to the Chair.

By Order of the Board

For ____________________________

Date : ___________                                                                                                                                                                                                                         (______________)

Place : New Delhi                                                                             Din-______________

        Director

Address : ________________

INDEX

BEFORE THE REGIONAL DIRECTOR

NORTHERN REGION BENCH, NOIDA

COMPANY PETITION NO.______OF 2016

IN THE MATTER OF THE COMPANIES ACT, 2013 
 

SECTION 13

AND

IN THE MATTER OF

______________________ PRIVATE LIMITED

A Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at  _________________, City : ______________, Pin Code : _______________, State : ________________.

 

                                                                                                     …PETITIONER

INDEX

Sr. No.	Particulars	Page No.
		From	To
1.	Petition u/s 13 of the Companies Act, 2013, for Shifting of the Registered office of the Company from NCT of Delhi to the State of Haryana.
2.	Annexure 1: Affidavit Verifying Petition
3.	Annexure 2: Memorandum and Articles of Association of the Company containing the Certificate of Incorporation
4.	Annexure 3: Audited Annual Accounts of the Company for the year ended 31st March 2014
5.	Annexure 4: A list of Board of Directors of the Company
6.	Annexure 5: A list of Equity shareholders [total 2 (Two) shareholders of the company]
7.	Annexure 6: A copy of EGM notice and Explanatory Statement
8.	Annexure 7: A Extract of Special Resolution passed in the EGM along with Copy of Form MGT-14 along with challan.
9.	Annexure 8: An affidavit by petitioner confirming that none of the employees of the Company shall be adversely affected or transferred to the proposed registered office of the Company in the State of Haryana against his/her free will and consent.
10.	Annexure 9: Original copies of newspaper cuttings published in the English-______________  and in the Hindi daily newspaper – ______________ in their issue dated ___________
11.	Annexure 10: List of Secured and Unsecured Creditors as on dated ___________
12.	Annexure 11: Separate Affidavits by Mr. ___________ and Mr. ___________, Directors of the Company verifying lists of creditors annexed to this petition.
13.	Annexure 12: Affidavit proving publication, dispatch and service of notice on the Secretary of Delhi Government along with proof of dispatch.
14.	Annexure- 13: A certified true copy of the resolution of the Board of Directors of the Company, as passed in the meeting held on ________________
15.	Annexure -14: Affidavit cum Undertaking declaring no enquiry, inspection, investigation and prosecution is pending.
16.	Annexure-15: Affidavit stating compliance of all applicable laws by all the directors.
17.	Annexure-16: Copy of Form INC-23 along with challan for Application to the Regional Director for approval to shift the Registered office from one state to another state.
18.	Annexure-17: Copy of GNL-1 for filing the complete set of Petition to Registrar of Companies
19.	Memorandum of Appearance

 Through

Date: _______________

Place: _______________

                _______________________

Company Secretary

M/s ____________________

_________________________

City :_____________

Mob : ______________

Memorandum of Appearnace Format

Form-2

[See Rule 6F (3)]

Memorandum of Appearance

To

The Regional Director

PDIL Bhavan, Noida

In the matter of _________________________ , Petitioner

Versus

Regional Director, Northern Region Bench, Respondent

Dear Sir,

Please take notice that, We _______________________ and _______________________- , Practicing Company Secretary, duly authorised to enter appearance, and do hereby enter appearance, on behalf of _____________________________-, Petitioner before the Regional Director in the above mentioned petition.

A copy of resolution passed by the Board of Directors authorized me to enter appearance and to act for every purpose connected with the proceedings for the said party is enclosed, duly signed by me for identification.

Dated :  

Yours Sincerely,

Name of CS:_____________                              Name of CS:_________________                                                                                                       

Address : __________________                            Address : __________________

City : ___________________                                 City : ___________________

Membership No. ______________                         Membership No. ______________

NEWS PAPER NOTICE

BEFORE THE REGIONAL DIRECTOR,

NORTHERN REGION, NEW DELHI

In the matter of the Companies Act, 2013, Section 13

AND

Pursuant to the Companies (Central Government's) General Rules and Forms (Amendment) Rules, 2012

AND

In the matter of ________________________- PRIVATE LIMITED

Registered Office: _____________________________

City : ________________ Pin Code : ________

………Petitioner

Notice is hereby given that the above named petitioner Company propose to file a petition under Section 13 of the Companies Act, 2013 before the Regional Director, Northern Region, Noida seeking confirmation to the proposed alteration to Clause II (Situation Clause) of its Memorandum of Association so as to change its Registered Office from the “NCT of Delhi” to the State of " Haryana " in the terms of Special Resolution passed at the Extra Ordinary General Meeting held on (Day) ______^th __________, 2016 at its Registered Office.

Any person whose interest is likely to be affected by the proposed alteration of the Memorandum of Association of the Company may deliver or cause to be delivered or send by registered post his/her objections supported by an affidavit stating the nature of his/her interest and grounds of objection to the Regional Director, Northern Region, PDIL Bhawan, Ground Floor, A-14, Sector-15, Noida, Uttar Pradesh-201301 within 21 days from the date of publication of this notice and also to the petitioner Company at its Registered office at the address mentioned above.

For ___________________ PRIVATE LIMITED

Sd/-

Date :	__________________
Place:	(Director)

Notice of EGM

_________ PRIVATE LIMITED

CIN -____________________________

Regd Off: ______________________________________________, 
City -__________, Pin Code : __________

NOTICE

Notice is hereby given that an Extraordinary General Meeting of the members of _____________________ PRIVATE LIMITED will be held at the Registered Office of the Company on Day___, the _______^th day of __________, 2016, at 11.00 A.M. to transact the following business as:

SPECIAL BUSINESS

1. To consider and, if thought fit, to pass with or without modification the following resolution as Special Resolution :

“RESOLVED THAT pursuant to Section 13(4) and Section 12(5) of the Companies Act, 2013 and Companies (Incorporation) Rules, 2014 subject to the confirmation of Hon’ble Regional Director of companies, Northern Region, Noida, the Registered office of the company be shifted from the “National Capital Territory of Delhi” to the “State of Haryana” and that Clause-II of the memorandum of Association be altered by substituting the words “National Capital Territory of Delhi” by the words “State of Haryana”

RESOLVED FURTHER THAT Mr. _____________________, Director of the company be and is hereby authorized to file the petition along with the required documents and paper before the Hon’ble Regional Director of the companies Northern Region, Noida and to appoint Authorised Representative to appear for and represent the company before the Hon’ble Regional Director of the companies Northern Region Noida and to do all such Acts and things as may be deemed necessary in connection therewith and incidental and ancillary thereto.”

                                                                                                               By Order of the Board

                                                              For _________________ PRIVATE LIMITED

Date : ____________                                                                                             (___________)

Place : _____________                                                                                          Din - 01754442

                                                                                                                     Director

Address : ___________________________

City : ____________, 

State ____________, Pin Code : _____________

NOTES:

1. THE EXPLANATORY STATEMENT, PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, WITH REGARD TO THE SPECIAL BUSINESS MENTIONED ABOVE IS ENCLOSED.

2. A MEMBER ENTITLED TO VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.A BLANK FORM OF PROXY IS ENCLOSED WHICH, IF USED, SHOULD BE RETURNED TO THE COMPANY DULY COMPLETED NOT LATER THAN FORTY EIGHTY HOUR BEFORE THE COMMENCEMENT OF THE MEETING.

__________________ PRIVATE LIMITED

CIN -____________________________

Regd Off: ______________________________________________, 

City -__________, Pin Code : __________

____________________________________________________________________________________________________________

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 1956

Presently, the registered office of the company is situated in the National Capital Territory of Delhi at _________________________, City : _______________, Pin Code : ___________. Since the major working of the company is operated from corporate office situated in Haryana therefore Board of Director consider it suitable to shift the registered office from the ‘National Capital Territory of Delhi’ to ‘State of Haryana’. Since under Section 13 of the companies Act, 2013 alteration of clause II of the Memorandum of Association of the company require the approval of shareholder by passing a special resolution by the members of the company. 
 

The Board recommends the Special Resolution for your approval.

None of the Directors of the company is any way interested or concerned in the said special resolution.

By Order of the Board

                                                                  For ________________ PRIVATE LIMITED

Date : ____________                                                                                         (_____________)

Place : ___________                                                                                     Din -__________

                                                                                                                   Director

___________________________

City : ____________, 

State ____________, Pin Code : _____________

NOTICE TO CREDITORS

_______________________ PRIVATE LIMITED

CIN: ________________________________

Regd Off: ______________________________________________, 
City -__________, Pin Code : __________

_______________________________________________________________________________

To,

Creditor’s Address

Petition No.___________ of 2015, Before the Regional Director, Northern Regional Bench, Noida.

In the matter of the Companies Act, 2013, Section 13 of the said Act for confirmation of alteration of Memorandum of Association

And

In the matter of ______________________ PRIVATE LIMITED a Company registered under the Companies Act, 1956 and carrying on business at _____________, City : _____________, Pin Code : ______________

And

In the matter of: _____________________________ PRIVATE LIMITED, 

…………. PETITIONER

Dear Sir,

1. The company proposes to make a petition before the Regional Director , Northern Region Bench, Noida, under section 13 of Companies Act, 2013, seeking confirmation of the alteration in the Memorandum of Association of the company in terms of the Special Resolution passed by the company at its Extra Ordinary General Meeting held on 17^th Day of February, 2015, a copy of which is enclosed, to enable the Company to amend the situation Clauses II of the Memorandum of Association to change the place of Registered office of the company from the NCT of Delhi to the State of Haryana.

2. If you desire to oppose the confirmation of the proposed alteration, please deliver or cause to be delivered or send by registered post your objections supported by an affidavit, original to the Regional Director, Northern Region Bench, Noida and a copy thereof to the company’s registered office mentioned above, within 21 days from the date of receipt of this notice failing which, please note that you will be deemed to have consented to the alteration and the matter will be disposed of ex-parte accordingly.

Yours Faithfully,

For ___________________ PRIVATE LIMITED

(__________________)

Director

Address : _______________
City:___________
Pin Code : ___________

For Format of Petition Kindly drop mail me on meetesh.shiroya@gmail.com

Thanks & Regards,
Meetesh Shiroya