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TMI BlogShifting of registered office from one State or Union territory to another StateX X X X Extracts X X X X X X X X Extracts X X X X ..... (b) a copy of the minutes of the general meeting at which the resolution authorising such alteration was passed, giving details of the number of votes cast in favour or against the resolution; (c) a copy of Board Resolution or Power of Attorney or the executed Vakalatnama, as the case may be. (2) There shall be 7[particulars of], a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than one month, setting forth the following 7[details in the application], namely:- (a) the names and address of every creditor and debenture holder of the company; (b) the nature and respective amounts due to them in respect of debts, claims or liabilities: Provided ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fice is situated at the time of filing the application. 9[Provided that the applicant need not to submit separate copy of application with the Registrar and an intimation of filing of application in Form no. INC-23 with the Regional Director shall be shared with the Registrar through MCA system.] (5) The company shall, not more than thirty days before the date of filing the application in Form No. INC.23 - (a) advertise in the Form No.INC.26 in the vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper 5[with wide circulation] in the tate in which the registered office of the company is situated: Provided that a copy of advertisement shall be served on the Central Gove ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tral Government shall pass an order approving the shifting, within sixty days of filing the application. (ii) where no consensus is reached at the hearings the company shall file an affidavit specifying the manner in which objection is to be resolved within a definite time frame, duly reserving the original jurisdiction to the objector for pursuing its legal remedies, even after the registered office is shifted, upon execution of which the Central Government shall pass an order confirming or rejecting the alteration within sixty days of the filing of application. (9) The order passed by the Central Government confirming the alteration may be on such terms and conditions, if any, as it thinks fit, 10[****]: Provided that the shifting of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... office from one State Government or Union territory to another, shall be filed with the Central Government in Form No. INC.23 along with the fee and shall be accompanied by the following documents, namely:- (a) a copy of the memorandum and articles of association; (b) a copy of the notice convening the general meeting along with relevant Explanatory Statement; (c) a copy of the special resolution sanctioning the alteration by the members of the company; (d) a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution; (e) an affidavit verifying the application; (f) the list of creditors and debenture holders e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e attached to the application an affidavit from the directors of the company that no employee shall be retrenched as a consequence of shifting of the registered office from one state to another state and also there shall be an application filed by the company to the Chief Secretary of the concerned State Government or the Union territory (4) 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. (5) There shall also be attached to the application a copy of the acknowledgment of s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... enture holder who, in the opinion of the Central government, is entitled to object to the alteration, and who signifies his objection in the manner directed by the Central government, either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Central Government. (10.) The Central Government may make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper: Provided that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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