A Company wishes to shift its registered office from Mumbai to New Delhi. An extra-ordinary general meeting is called for this purpose, where the shareholders passed an ordinary resolution in this regard. A petition is t

According to section 12(5) of the Companies Act, 2013 (the Act), except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed, - (a) in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of the Act or where it may be situated later by virtue of a special resolution passed by the company; and (b) in the case of any other company, outside the local limits of any city, town or village where such office is first situated or where it may be situated later by virtue of a special resolution passed by the company: However, no company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company in the prescribed manner. Further, According to 13(4) of the Companies Act, 2013, the alteration of the memorandum relating to the place of the registered office from one State to another shall not have any effect unless it is approved by the Central Government on an application in such form and manner as may be prescribed. The power of Central Government under section 13(4) of the Act, has been delegated to the Regional Directors. If a company wishes to shift its registered office from Mumbai to New Delhi, a company has to: Comply with the provisions of Section 12(5) of the Companies Act, 2013 by passing a Special Resolution. Obtaining approval of Central Government in accordance with section 13(4) of the Companies Act, 2013. In the given situation, the company has passed ordinary resolution only which is not in accordance with the provisions of Section 12(5) of the Act as provided above and also not approached the appropriate authority as they approached erstwhile Company Law Board(Now, National Company Law Tribunal). As now, the power of Central Government under section 13(4) of the Act, has been delegated to the Regional Directors. Therefore, shifting of registered office of the company from Mumbai to New Delhi is not valid in given situation.