SPECIAL RESOLUTION FOR ALTERING THE MEMORANDUM OF THE COMPANY SO AS TO CHANGE THE SITUATION OF ITS REGISTERED OFFICE TO ANOTHER STATE

“RESOLVED THAT—

(i) pursuant to Section 17(1) and other applicable provisions, if any, of the Companies Act, 1956 and subject to confirmation by the Company Law Board*, as prescribed in Sub-section (2) of the said section, the memorandum of association of the company be altered so as to change the place of the company’s registered office from its present situation at…………….. ………………………………in the State of Maharashtra to ……………………………, a place in the State of Gujarat, by substituting the words “in the State of Maharashtra” for the words “in the State of Gujarat” in Clause II of the memorandum of association of the company.”

(ii) the company secretary, Shri ……………. be and is hereby authorised—

(i) to make, on behalf of the company, the petition under Sub-section (2) of Section 17 of the Act to the Company Law Board* for securing confirmation to the alteration to the memorandum of association of the company so as to change the place of the Registered office of the company from the State of Maharashtra to the State of Gujarat;

(ii) to file, along with the petition, his memorandum of appearance before the concerned Bench of the Company Law Board* as and when summoned to do so and represent the company in all hearings concerning the petition of the company; and

(iii) to appoint, on behalf of the company, Company Secretaries in Practice, advocates, lawyers, counsels and other consultants, if and when required, to represent the company and plead on its behalf before the concerned Bench of the Company Law Board* and or any other agency in all matters connected with the petition of the company.

* It shall be substituted by Central Government on the commencement of Companies (Second Amendment) Act, 2002.

Explanatory Statement

When the company was incorporated it was decided that the main manufacturing unit of the company would be located in the State of Maharashtra and in the memorandum of association it was stated that the registered office of the company would be situated in that State.

Subsequently it was found that the location of the main manufacturing unit in the State of Gujarat would be more advantageous to the company. At present, all the factories of the company are located in the State of Gujarat. For better management and control, the Head Office of the company has already been shifted to Ahmedabad. No useful purpose would be served by continuing to keep the company’s registered office in the State of Maharashtra. Moreover, 90% of the members of the company have their registered addresses in the State of Gujarat. The directors, therefore, consider that the memorandum of association of the company would be altered so as to change the place of its registered office from its present situation at…………………………… in the State of Maharashtra to ……………………………,a place situated in the State of Gujarat.

After the proposal is approved by the shareholders, a petition is required to be made, under Section 17(2) of the Companies Act, 1956, to the Company Law Board* for confirmation of the alteration to the memorandum of association of the company so as to shift the company’s registered office from the State of Maharashtra to the State of Gujarat. Therefore, the proposed resolution also seeks authority to the company secretary to make the said petition to the Company Law Board* on behalf of the company.

The Board commends the resolution to the members for their consideration and approval.

None of the directors of the company is concerned or interested in the proposed resolution.