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bupesh (n/a)     11 December 2007

Companies Act

[font=""tahoma""]Please answer me the following questions

What are the steps to be taken by a company to effect change in the location of its registered office in different situations?

[/font][font=""tahoma""]Can a director be made liable for acts of his co-directors?

[/font][font=""tahoma""]What are the various modes of winding up?


 1 Replies

swetha1983 (n/a)     11 December 2007

[font=""Arial""]A. Change from one place to another within the same town, village or city: A company can change its registered office, from one place to another, within the local limits of the same town, village or, city, without much difficulty. Further, a notice of the change, in Form No.18, with the prescribed filing fee, should be given to the Registrar of Companies. Necessary changes must also be made in all the records, letter heads, sign boards, etc. and, all concerned should be informed, either individually or, by a public notice.

Change from one city to another, within the same State: A meeting of the Board of Directors is to be called, wherein the draft special resolutions is to be passed. An extraordinary General Meeting of the company should be called for this purpose and, a special resolution is to be passed in such General Meeting. The changes should also be made in all the records, signboards, letter heads, etc and all concerned must be informed either individually or by public notice. If the registered office is to be shifted from the jurisdiction of one Registrar of Companies to another the confirmation of the Regional Director is necessary. (Section 17A).

Change from one state to another state: This can be done by following the procedure as laid down, as under:
[/font] [list][*][font=""Arial""] A special resolution should be passed and, a copy should be filed with the Registrar, within thirty days.
[/font] [/*][*][font=""Arial""] The confirmation of the company shall confirm the alteration.
[/font] [/*][*][font=""Arial""] If the Company Law Board is satisfied that sufficient notice has been given to every debenture holder and, to every other person or, class of persons, whose interest will, in the opinion of the board, be affected by the alteration.""[/font][/*][/list][line]
B. [font=""Arial""] A director is the agent of the company except for matters to be dealt with by the company in general meeting and not of the other members of the Board. Accordingly, except in one instance nothing done by the Board can impose liability on a director who did not participate in the Board's action or did not know about it. To incur liability, he must either be a party to the wrongful act or later acquiesce (consent) to it. Thus, the absence of a director from meeting of the Board does not make him liable for the fraudulent act of a co-director on the ground that he ought to have discovered the fraud, except where he had the knowledge or he was a party to confirm that action. The exception is set out in Section 58AA(10)[inserted by the Companies (Amendment) Act,2000] which provides if there is contravention of Section 58AA, all the directors and the company shall be deemed to be guilty of the offence and liable to be prosecuted and punished accordingly.

Where a director is made liable for the acts of a co-director, he is entitled to contribution from the other directors or co-directors who were a party to the wrongful act. However, where the director seeking contribution alone benefited from the wrongful act, he is not entitled to contribution.

[/font][font=""Arial""] A company can be wound up in any one of the three following ways:
[/font] [list][*][font=""Arial""] Winding up by the Court;
[/font] [/*][*][font=""Arial""] By the passing of an appropriate resolution for voluntary winding up at a general meeting of members;
[/font] [/*][*][font=""Arial""] By a voluntary winding up which the court orders to be continued subject to the supervision of the court.[/font][/*][/list]

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