SBB Ltd wants to shift its Registered Office from Indore, Madhya Pradesh to Coimbatore, Tamil Nadu. Draft a Board resolution for change of Registered Office from one state to another.

CS Professional · Advanced Company Law and Practice · PYQS · December 2020
SBB Ltd wants to shift its Registered Office from Indore, Madhya Pradesh to Coimbatore, Tamil Nadu. Draft a Board resolution for change of Registered Office from one state to another.

Answer & Explanation:

The Board Resolution for change of registered office from one State to another 'RESOLVED THAT' pursuant to the provisions of Section 12 of the Companies Act, 2013 and other applicable provisions, if any, and rules made thereunder read with the Articles of Association of the company, the consent of the Board of Directors of the Company be and is hereby accorded for the purpose of shifting the registered office of the Company from its present location at Indore, Madhya Pradesh to Coimbatore, Tamil Nadu; subject to the approval of members of the Company by a special resolution at a general meeting and confirmation of the Regional Director or other approvals and compliances, as may be necessary, under the Companies Act, 2013. 'RESOLVED FURTHER THAT' , pursuant to Section 13 of Companies Act 2013 and Rules made there under, Clause............ of Memorandum of Association of the Company, be and is hereby altered subject to approval of members in General Meeting. 'RESOLVED FURTHER THAT' a special resolution according approval to the proposed alterations by the members of the Company will be proposed at the ............ annual general meeting/extra-ordinary general meeting of the company to be held on ............ at the ............ of the company and the Company Secretary be and is hereby authorised to issue notice of the said meeting together with related explanatory statement, in accordance with the draft placed before this meeting, to the members of the company in accordance with the provisions of Companies Act, 2013 and the articles of association of the company; 'RESOLVED FURTHER THAT' ............ Advocate/Company Secretary in whole-time practice/practising Chartered Accountant/practising Cost Accountant be and is hereby authorised to appear and represent the Company before the Regional Director, in the matter of the petition to be filed for their confirmation to the proposed alteration of the Memorandum of Association of the Company, so as to the change of the place of the registered office from one State to another and are also authorised to make such statements, furnish such information and do such acts, deeds and things as may be necessary in relation to the said petition; 'RESOLVED FURTHER THAT' Mr. ............, director, Mr. ............, director, and Mr. ............, secretary, be and are hereby authorised jointly and severally to sign the said petition/application, affidavits and such other documents as may be necessary in relation to the said petition.

Topics: Registered Office

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