Board of Directors of Day Night Prakashani Limited decide to shift its registered office of the company from Mumbai to National Capital Region (NCR). The Board has approved the change. The Board has to seek the approval

CS Executive · Company Law · PYQS · June 2017
Board of Directors of Day Night Prakashani Limited decide to shift its registered office of the company from Mumbai to National Capital Region (NCR). The Board has approved the change. The Board has to seek the approval of the members of the company for going ahead with the legal formalities as required under the Companies Act, 2013, for which the extra-ordinary general meeting of the members is scheduled to be held on 17th June, 2017. In this connection you are required to draft notice of the EGM for shifting of office outside the state and give explanatory statement in this regard.

Answer & Explanation:

DAY NIGHT PRAKASHANI LIMITED 123, SUMAN SUMANA STREET, MUMBAI-700015 (CIN:XXXXXXXXXXXXXXXX) Notice is hereby given that an extra-ordinary General Meeting of the Company will be held on 17th June, 2017 at 11.00 A.M. at the registered office of the Company to transact the following special business: 1. To consider, and if thought fit, to pass, with or without modification in the following as a special resolution: 'RESOLVED that subject to the confirmation of the Tribunal, clause II of the Memorandum of Association be substituted by the following clause: II. The registered office of the company shall be situated in the NCR.' 'RESOLVED FURTHER that the Board of Directors of the Company is authorised to take necessary steps in this regard.' Place: Mumbai. Date: 10th April, 2017 NOTES: 1. A member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of himself and the proxy need not be a member of the company. Proxies in order to be effective must be lodged with the company at least 48 hours before the meeting. 2. Explanatory statement under Section 102 of the Companies Act, 2013 is annexed. Clause II of the Memorandum of Association of the Company provides that the registered office of the company will be situated in New Delhi. As manufacturing operations of the company at one time were limited to Mumbai, the registered office has been located in Mumbai. The company has now factories also in Delhi and NCR and it is more convenient and economical to manage the operations from New Delhi. The head office has, for this reason, already been transferred to New Delhi and the directors consider that the registered office should also be similarly transferred. After obtaining shareholders approval, the proposal shall be submitted to the Tribunal for approval under Section 17(2) of the Companies Act, 2013. The Board places this proposal before you for approval. None of the directors is interested or concerned in the resolution.

Topics: Company Law

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