THE ALTERATION OF THE REGISTERED OFFICE OF A COMPANY IS NOT COMPLETE UNTIL THE REGISTRAR OF THE COMPANY OF THE PLACE WHERE THE REGISTERED OFFICE OF THE COMPANY IS TRANSFERRED HAS REGISTERED THE SAME AND CERTIFIED THE REGISTRATION UNDER HIS HAND WITHIN ONE MONTH FROM THE DATE OF FILING OF SUCH DOCUMENT.

BHASKAR BHATTACHARYA, J.

( 1 ) THIS Letters Patent appeal is at the instance of an applicant for winding up of a company and is directed against two orders, one dated 29th March, 2006 and the other, dated 12th May, 2006 both passed by a learned Single Judge of this Court in Company Petition No. 14 of 2006, company Application No. 60 of 2006 and T. No. 152 of 2006. By the first order dated 29th March, 2006, the learned Single Judge dismissed an application for winding up of a company on the ground that the registered office of the company having been transferred to Chandigarh from Kolkata, the winding up application was not maintainable in this Court.

( 2 ) THE appellant having filed an application for review of the said order dated 29th March, 2006, the learned Single Judge by the latter order dated May 12, 2006 dismissed such application by affirming the earlier order dated 29th march, 2006, with specific assigned reasons.

( 3 ) BEING dissatisfied, the present appeal has been preferred challenging both the orders along with an application under section 5 of the Limitation Act for condonation of delay. However, at the time of hearing of the appeal, it was pointed out that there was no delay in filing the appeal, inasmuch as, the certified copy of the orders impugned were not supplied to the appellant in spite of making specific application within the period of limitation. Such fact was not disputed by the learned Counsel for the respondent and as such, the appeal should be deemed to have been preferred within the period of limitation.

( 4 ) WE, therefore, propose to dispose of the appeal on merit.

( 5 ) TO appreciate the question involved in this appeal the following dates are relevant for our purpose: 25. 1. 2005 Special Resolution was taken by the Board of the company with regard to the shifting of the registered office of the company from Kolkata to Chandigarh. (Annexure-"b", Page- 36 of the petition)5. 10. 2005 Order of the Company Law Board confirming the alteration of the Memorandum of the company relating to the change of place of its registered office to Chandigarh. (Para- 7, Page- 10, Annexure- "h" at Page-169)3. 11. 2005 The order allowing transfer of registered office appears to have been registered with Registrar of Companies, Punjab, himachal Pradesh and Chandigarh. 26. 11. 2005 The Registrar of Companies, West Bengal issued a certificate under section 18 (3) certifying the registration of the order of alteration of the Memorandum of the company insofar as the same involved the transfer of the registered office of the company from the State of West Bengal to the Union Territory of Chandigarh. (Annexure "b" at Page- 33 ). 7. 1. 2006 The petitioners instituted the winding up petition against the respondent company. [para- 2 (k), Page- 8 of petition]

( 6 ) THE only question that arises for determination in this appeal is whether the learned Single Judge was justified in holding that the application for winding up filed on 7th January, 2006 was not maintainable before this Court and that the appellant ought to have presented such application before the Court at chandigarh.

( 7 ) AT this juncture, it will be profitable to refer to the provision contained in section 10 (3) of the Companies Act, 1956 provides as follows: 'for the purpose of jurisdiction to wind up companies, the expression "registered office" means the place which has longest been the registered office of the company during the six months immediately preceding the I presentation of the petition for winding up. ' I

( 8 ) IN addition to the section 10 (3), the provisions contained in sections 17, I 18 and 19 of the Companies Act are also relevant and those are quoted below: I

"17. Special resolution and confirmation by Company Law Board required for alteration of memorandum.- (1) (2) The alteration of the provisions of memorandum relating to the change of the place of its registered office from one State to another shall not take effect unless it is

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