Manorama Kumari, Member - (1.) Arising out of Company Petition No. 38/2016 filed by the petitioners, namely, Shabbir Ahmad & Ors. on 12-4-2016 under Sections 235, 397, 398, 402, 403 and 406 of the Companies Act, 1956, the present Company Application No. 20/2016 filed by the Respondent Nos. 1, 2 and 3 with regard to maintainability of the Company Petition, in respect of territorial jurisdiction. Heard both side at length in IA No. 20/2016. The controversy that needs to be addressed in the present Company Application is whether this Bench has the territorial jurisdiction to adjudicate the matter. 1.1 The IA is filed by the Respondent Nos. 1, 2 and 3 with prayers "(a) to dismiss the Company Petition No. 38 of 2016 for want of jurisdiction; (b) to vacate the order dated 27-4-2016 passed by then CLB, Kolkata; and (c) pass such other and/or further order(s) as may deem fit and proper in the facts and circumstances of the present case along with documents such as, notice issued to the respondents by the petitioner in CP No. 38/2016 and the order dated 19-04-2016 and order dated 27-04-2016 of then CLB and the order dated 11-02-2016 passed by Shri Narendra Kumar Bhola, Regional Director, Ministry of Corporate Affairs, Kolkata, whereby the application of the respondents for transfer of the Registered Office of the Respondent No. 1, Company/confirming the alteration in the situation clause in Memorandum of Association as to the change of place of the Registered Office of the Applicant/Respondent No. 1, Company from the State of West Bengal to the State of Uttar Pradesh, was allowed." On perusal of the record, as well as of the order dated 11-2-2016, passed by Shri Narendra Kumar Bhola, Regional Director, Ministry of Corporate Affairs, it reflects that the petitioners/applicants (Respondent Nos. 1, 2 and 3) have filed one application under Section 13(4) of the Companies Act, 2013 for confirmation of the alteration of Clause II of the Memorandum of Association of the applicant/Respondent No. 1, Company for shifting its registered Office from the State of West Bengal to the State of Uttar Pradesh as approved by the members by special resolution passed in accordance with Section 114 of the Companies Act, 2013 at its Extraordinary general meeting held on 17-02-2015.
(2.) Admittedly, applicants (Respondent Nos. 1, 2 and 3) convened an Extraordinary General Meeting of the Company on 17-02-2015 and in the said meeting, a special resolution was passed approved by the members, whereas the petitioner/non-applicant in the CP, holding 21.76% of the shares of the Company, has challenged the holding of the said meeting dated 17-02-2015 in his petition as due process was not followed while convening the meeting and the petitioners/non-applicants are not served with any notice and have no knowledge with regard to convening of any Extraordinary General Meeting held on 17-02-2015.
(3.) It is pertinent to discuss/notice various provisions of the Act essentially required to be followed for shifting of the registered office from one place to other place, locally or from one State to other State, as provided in Section 13 of the Companies Act, 2013. Companies (Incorporation) Rules, 2014 viz., shifting of Registered Office from one State or Union Territory to another State: As per the Companies Incorporation Rules, 2014 viz Application in regard to shifting of the Registered Office from one State or Union Territory to another State (1) any application under sub-section (4) of Section 13 for the purpose of seeking approval for alteration of Memorandum with regard to change of place of the registered Office from one State Government or Union Territory to another, shall be filed with the Central Government in Form No. INC 23 with fee and shall be accompanied by the following documents, namely, "(a) the copy of the Memorandum and Articles of Association; (b) copy of notices convening the general meeting along with relevant Explanations/Statements; (c) copy of the special resolution sanctioning the alteration by the members of the Company; (d) copy of the minutes of the general meeting at which the resolution authorising such alteration was passed, giving details of number of votes cast in favour or against the resolution; (e) an affidavit verifying the application; (f) list of creditors and debenture holders entitled to object to the application; (g) an affidavit verifying the list of creditors; (h) the documents relating to payment of application fee; (i) a copy of Board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.";