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TMI Blog2017 (4) TMI 730X X X X Extracts X X X X X X X X Extracts X X X X ..... er 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. l, 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. l, Company from the State of West Bengal to the State of Uttar Pradesh, was allowed. 2. On perusal of the record, as well as of the order dated 11-02-2016, 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. l, Company for shifting its registered Office from the State of West Be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... yment of application fee (i) a copy of Board resolution or Power of Attorney or the executed Vakalatnama, as the case may be. 5. Calling of Extraordinary general meeting - Every Company, other than the general meeting in each year, can also hold any other meeting which can be called to transact urgent business of the Company. One of such kind of meeting is called the extraordinary general meeting. The EOGM can be called by the Board of Directors and the members by requisition. Meeting by Board and Members : The Board may call an extraordinary general meeting of the company. However, the board can also call an EGM at the demand of members as mentioned below : (a) in the case of a company having a share capital, such number of members who hold, on the date of the receipt of the requisition, not less than one tenth of such of the paid up share capital of the company as on that date carries the right of voting; (b) in the case of a company not having J share capital, such number of members who have, on the date of receipt of the requisition, not less than one-tenth of the total voting power of all the members having on the said date a right to vote, call an extraordinary general ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... leadings, the applicants/respondents stated that notice has duly been served upon the petitioners/non-applicants, apart from other members/shareholders. But on perusal of the record, it is found that not a single proof of service of the notice upon the petitioner(s)/non-applicant is annexed with regard to convening the meeting on 17-02-2015. 9. On perusal of the main CP, the petitioner/non-applicant has challenged the alleged change of the registered Office of the Company from 55, Bhupendra Bose Avenue, Kolkata to 65, Dilkhusa Street, Kolkata with effect from 21-01-2015 and thereafter by alleged resolution dated 17-02-2015 from 65, Dilkhusa Street, Kolkata, State of West Bengal to the State of Uttar Pradesh as reflected in Para VI-Page 36 of the Company Petition with heading "Alleged change in registered Office of the Company with effect from 21st January, 2015, and thereafter alleged resolution dated February 17, 2015". 10. As per document annexed by the petitioner as Annexure P1 - page 71, the Memorandum and the Articles of Association, the registered Office of the Company is/was shown as 55, Bhupen Bose Avenue, Kolkata at all material time. But subsequently, as alleged by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on for the alleged alteration in the situation clause of the Memorandum of the Respondent No. l, Company to change the place of registered office from one state to another. The respondent No. 4 also disputed the factum validity, contents, legality of the documents dated 11-02-2016 issued by the Regional Director, West Bengal. The respondent No. 4 further stated in his reply that he had not received any notice even after the purported change of the registered office of the applicant/Respondent No. l, Company. The said act of applicants/respondent Nos. 1,2 and 3 is in violation of the relevant provisions of the law. 13. In order to controvert the contention of the petitioner/non-applicant as well as of the respondent No. 4 with regard to the service of notice and/or issuance of notice, the applicants/respondent Nos. 1,2 and 3 have not produced a single document so as to show that, it is in the knowledge of the petitioner(s) and the respondent No. 4 with regard to the convening of the EOGM on 17-02-2015 as reflected in the order dated 11-02-2016 of the Regional Director, Ministry of Corporate Affairs, West Bengal, Kolkata and taking of a special resolution as approved by the member ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... complied, in regard to the shifting of the registered office of the applicant/respondent Company from 55, Bhupaendra Bose Avenue, Kolkata to 65, Dilkhusa Street, Kolkata with effect from 21 -01 -2015. On thoughtful consideration and on perusal of the documents, records submitted by the applicants/respondents and the reply filed by the petitioner as also the reply filed by Respondent No. 4 on subject of territorial jurisdiction, it is held that because of such acts of the applicant/Respondent No. l, Company and applicants/respondent Nos. 2 and 3. the Company Petition No. 38/2016 is filed by the petitioner wherein he has challenged the Extraordinary general meeting and shifting of the registered office from 55, Bhupanedra Bose Avenue, Kolkata to 65, Dilkhusa Street, Kolkata with effect from 21-01-2015 and further from 65, Dilkhusa Street, Kolkata, State of West Bengal to the State of Uttar Pradesh with effect from 17-02-2016. The purported Extraordinary general meeting showing to be held on 17-02- 2015 and the resolution, if any, passed therein, was not as per the provisions of law. The applicants/respondents 1, 2 and 3 submitted that notice of extraordinary general meeting has b ..... X X X X Extracts X X X X X X X X Extracts X X X X
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