Partial notification of Companies (Second Amendment) Act, 2002 dated July 10, 2012

In exercise of powers conferred by sub-section (2) of section 1 of the Companies (Second Amendment) Act, 2002 (11 of 2003), the Central Government has now issued notification dated 10/07/2012 and fixed the 12th day of August of 2012 as the date on which the provisions of sections 7, 8, 20 and 25 of the said Act shall come into force.

As a result of this notification, with effect from 12th day of August of 2012, Companies Act, 1956 will have following effective amendments:

1. The authority governing the change in Registered Office from one State to another will be shifted from Company Law Board to Central Government.
2. The authority for registration of charges as provided in section 141 of the Companies Act will be shifted from Company Law Board to Central Government.
3. The authority to move application for non-circulation of certain statements along with notice of general meeting will be shifted from Company Law Board to Central Government.

In all the above cases the Ministry of Corporate Affairs has further delegated its powers under the amended provision to the concerned Regional Directors through another Notification dated July 10, 2012.

For governance of the above changes, A new Rule 4BBB has been inserted after Rule 4BBA in Companies (Central Government’s) General Rules and Forms Rules, 1956, detailing the procedure of petition to be made to the Regional Director.

Now, petition for change in registered office from one state to another has to be made in Form 1 as referred in Annexure “E” along with Form 24AAA as referred in Annexure ‘A’. Before filing petition along with said forms to Regional Director, newspaper publication of the notice of intension to shift registered office from one state to another has to be published in the state where the registered office is situated in at least English and principal language of state. Further individual notice of intension to shift registered office from one state to another will also be required to be sent by the company to all debenture-holders and creditors under certificate of posting. The petition shall set forth the details as follows:

• The name of the company, with its status
• Date of incorporation
• The address of its registered office
• Authorized capital paid-up capital with division of different classes of shares and terms of issue of any in the case of preference shares
• Main objects in brief for which the company was formed
• Present business activities of the company
• Grounds for such petition and the nature of relief (s) prayed for.

Such petition for alteration of M.O.A / A.O.A. needs to be accompanied by:

• Copy of notice calling for meeting with explanatory statement.
• Copy of the special resolution sanctioning the alteration in M.O.A. / A.O.A. By the members of the company.
• Copy of the minutes of the meeting at which special resolution was passed.
• Affidavit verifying the petition.
• Memorandum of appearance with the copy of the board resolution or duly executed vakalatnama as the case may be.
• Affidavit proving dispatch and service of notice to creditors / debenture-holders together with news paper cuttings.
• Affidavit verifying list of creditors as per regulation 36(7).
• Acknowledgement receipt from the chief secretary of the state government / administrator, where ever applicable.