Petition Under Section 579 For Confirming The Substitutionof Memorandum And Articles For A Deed Of Settlement Affidavits Affidavits Under Companies Act And Rules 397 Legal Draft Template
| Category | Affidavits Under Companies Act And Rules |
| Format | Rich Text |
| File name | Petition under Section 579 for confirming the substitutionOf memorandum and articles for a deed of settlement-Affidavits-Affidavits under Companies Act and Rules-397.rtf |
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[See Rule 43]
[Heading as in Form No. 1]
Company Petition No. ………. of 20…….
…………… Co. Ltd. - Petitioner
Petition under Section 579 for confirming the substitution
Of memorandum and articles for a deed of settlement
[Heading as in Form No. 1]
Company Petition No. ………. of 20…….
…………… Co. Ltd. - Petitioner
Petition under Section 579 for confirming the substitution
Of memorandum and articles for a deed of settlement
The petition of ……………. Co. Ltd., the petitioner herein, showeth as follows:-
1. The abovenamed company was constituted under deed of settlement, dated …………… and expressed to be made between …………. of the first part, ………….. of the second part and …………… of the third part, etc. The said company was registered in pursuance of Part IX of the Companies Act, 1956, as a company limited by shares/ limited by guarantee/unlimited company (omit what is not required).
2. The registered office of the company is situated at ……………..
3. The capital of the company is Rs. …………. divided into ………. shares of Rs. ............ each, of which ………… shares have been issued and fully paid up [omit what is not appropriate. Any further particulars as to share capital of the company and/ or liability of the members as may be appropriate, should be set out.]
4. The objects for which the company was established were set forth in clause ........... of the deed of settlement, and were as follows:-
5. Shortly after its incorporation, the company commenced business and has been and is still carrying on business in accordance with the said deed of settlement and the regulations subsequently made and now in force.
6. By a special resolution of the company, duly passed in accordance with Section 189 of the Companies Act, 1956, at a general meeting thereof held on the .................... day of ………….. 20……, after due notice as provided in the Act, it was resolved unanimously (or, by a majority of ……….. votes against ………… votes), as follows:-
7. The objects of the company as set out in the memorandum of association referred to in the said special resolution are the same as those contained in the deed of settlement, and set out in para 4 above, except for a purely verbal alteration in clause ………….. necessitated by the difference in the form of the two documents [or, if there is an alteration in the objects, set out the proposed alterations and give reasons for the same.]
8. [Set out whether the company has issued or agreed to issue any debentures and whether the company has other debts, and if so, the nature and extent of such debts.]
9. The company is/is not in good financial condition, and has/has not sufficient working capital. The following summary, extracted from its last balance-sheet for the period ending …….. 20……. indicates its financial position--
1. The abovenamed company was constituted under deed of settlement, dated …………… and expressed to be made between …………. of the first part, ………….. of the second part and …………… of the third part, etc. The said company was registered in pursuance of Part IX of the Companies Act, 1956, as a company limited by shares/ limited by guarantee/unlimited company (omit what is not required).
2. The registered office of the company is situated at ……………..
3. The capital of the company is Rs. …………. divided into ………. shares of Rs. ............ each, of which ………… shares have been issued and fully paid up [omit what is not appropriate. Any further particulars as to share capital of the company and/ or liability of the members as may be appropriate, should be set out.]
4. The objects for which the company was established were set forth in clause ........... of the deed of settlement, and were as follows:-
5. Shortly after its incorporation, the company commenced business and has been and is still carrying on business in accordance with the said deed of settlement and the regulations subsequently made and now in force.
6. By a special resolution of the company, duly passed in accordance with Section 189 of the Companies Act, 1956, at a general meeting thereof held on the .................... day of ………….. 20……, after due notice as provided in the Act, it was resolved unanimously (or, by a majority of ……….. votes against ………… votes), as follows:-
7. The objects of the company as set out in the memorandum of association referred to in the said special resolution are the same as those contained in the deed of settlement, and set out in para 4 above, except for a purely verbal alteration in clause ………….. necessitated by the difference in the form of the two documents [or, if there is an alteration in the objects, set out the proposed alterations and give reasons for the same.]
8. [Set out whether the company has issued or agreed to issue any debentures and whether the company has other debts, and if so, the nature and extent of such debts.]
9. The company is/is not in good financial condition, and has/has not sufficient working capital. The following summary, extracted from its last balance-sheet for the period ending …….. 20……. indicates its financial position--
| Capital paid up Reserved Fund Undivided profits The assets of the company amounted to Less liabilities Excess of assets over liabilities [or, as the case may be] |
|---|
| Rs.......... Rs........... Rs............ Rs........... Rs........... Rs............. Rs............ |
10. No one will be prejudiced by the proposed alteration in the constitution of the company by the substitution of the memorandum and articles referred to in the special resolution for the deed of settlement, and the regulations now in force [and in the objects of the company] and it is just and equitable that the alteration should be confirmed by the Court.
11. The petitioner therefore prays:-
(1) That the alteration of the constitution of the company sought to be effected by the special resolution set out in paragraph 6 above and passed at a general meeting of the company held on the ………… day of ………….. 20……. by the substitution of the memorandum and articles of association annexed hereto for the deed of settlement, dated ………… and for all the regulations of the company subsequently made and now in force, be confirmed.
(2) Or, such other order may be made as in the premises may seem fit to this Court.
Dated …………….
Advocate for petitioner
11. The petitioner therefore prays:-
(1) That the alteration of the constitution of the company sought to be effected by the special resolution set out in paragraph 6 above and passed at a general meeting of the company held on the ………… day of ………….. 20……. by the substitution of the memorandum and articles of association annexed hereto for the deed of settlement, dated ………… and for all the regulations of the company subsequently made and now in force, be confirmed.
(2) Or, such other order may be made as in the premises may seem fit to this Court.
Dated …………….
Advocate for petitioner
Petitioner