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REGISTERED No. D-(D)-72

The Gazette of India

EXTRAORDINARY

PART II—Section 3—Sub-section (i)

PUBLISHED BY AUTHORITY

No. 330] NEW DELHI, FRIDAY, DECEMBER 12, 1975/AGRAHAYANA 21, 1897

Separate paging is given to this Part in order that It may be filed

as a separate compilation

MINISTRY OF LAW, JUSTICE AND COMPANY AFFAIRS

(Department of Company Affairs)

NOTIFICATION

New Delhi, the 10th December 1975

G.S.R. 583 (E).—In exercise of the powers conferred by Section 642, read with sub-section (4B) of Section 10E, of the Companies Act, 1956, (1 of 1956), and all other powers enabling it in that behalf, the Central Government hereby makes the following rules, namely:—

CHAPTER I

Preliminary

I Short title and commencement.—(l) These rules may be called the Com- pany Law Board (Bench) Rules, 1975.

(2) They shall come into force on publication in the official gazette.

2. Definitions.—In these rules, unless the context otherwise requires,—

(a) "Act" means the Companies Act, 1956, (1 of 1956); (b) "Appendix" means an Appendix to these rules; (c) "application" means an application by which an Interlocutory proceed- ing Is commenced before a Bench;

(d) "authorised representative" means a person authorised in writing by a party under sub-rule (2) of rule 28 to function before a Bench as the representative of such party:

2383

(e) "Bench" means a Bench of the Company Law Board formed under sub-

section (4B) of Section 10E, consisting of one or more members;

(f) "Bench Officer" means an officer notified by the Board for the purpose

of—

(i) supervising the office of the Bench,

(11) receiving, examining and processing of applications, and (iii) performing such other functions as may be entrusted to him by or lender these rules;

(g) "Board" means a Board of the Company Law Administration, con-

stituted under Section 10E:

(h) "company" includes a foreign company; (i) "Form" means a form specified in Appendix I; (j) "Member" means a member of the Board; (k) "office of the Bench" means the office of the Bench Officer; (1) "party" means a person who flies an application or petition before a Bench and includes,*—

(1) in the case of an application or petition, the opposite party, and (ii) where notice ia required to be served on the Registrar, or where the Registrar has a right under the Act to make suggestions or objec- tions, the Regional Director and Registrar;

(m) "petition" means a petition in pursuance of which any proceeding, not being an interlocutory proceeding, is commenced by the Bepoh; (n) "Regional Director" means the person appointed by the Central Gov- ernment, In the Department of Company Affairs, as a Regional Director;

(p) "section" means a section of the Act,

CHAPTER H

General

3. Board to specify the powers and functions of a, Bench.—(1) Every order made by the Board under sub-section (4B) of Section 10E forming a Bench shall specify therein the powers which shall be exercised, and the functions which shall be discharged, by the Bench and the place at which the Bench shall hold its sittings.

(2) The Board shall, in relation to each Bench formed by it, specify the mem- ber of the Bench before whom every matter requiring decision of the Board (not being a matter affecting the final disposal or the application or petition) shall be placed for orders, and in the absence of the member so specified, everv such matter shall be placed before any other member of the Bench who is present.

4. Power of Board to specify matters which may be dealt with by one-member Bench.—It aOall be lawful for the Board to provide that petitions under the Explanation to clause (18A) of Section 2 and petitions under Sections 17, 18 and 19 Shall be dealt with by a Bench consisting of not less than two members; and petitions In relation to all other matters, Including Issuing of directions and in- terlocutory matters, shall be dealt with by a Bench consisting of a single member.

(2) Every such seal shall be kept in the custody of the Bench Officer and shall ing that it is the seal of a Bench of the Company Law Board, and each Bench shall be' provided with a seal which shall also indicate the Bench to which it relates.

(2) Every such seal shall be kept in the custody of the Bench Officer and shall be used under his direction or control.

(3) Every order or communication made, notice issued or certified copy grant- ed, by a Bench shall be stamped with the seal of the concerned Bench and shall be authenticated by the Bench Officer.

6. FtottttoWy e*©., to be In writing— (I) Every affidavit, application or petition "hall be written, typewritten, cyclootyled or printed, neatly and legibly, on sub- stantial paper of foolscap size and separate Meets shall be stitched together and every page shall be consecutively numbered.

(2) Every number or date specified in any affidavit, application or petition shall be expressed in figures as well as words; and, where the date specified there- in has not been stated according to the Gregorian Calendar, the corresponding date according to the Gregorian Calendar shall also be specified.

7. Application and petition to be divided Into paragraphs.—-Every application and every petition shall be divided into separate paragrahps which snail be num- bered serially and shall state thereon the matter, and the name of the company, to which it relate*.

8. General heading to be In Form No. 1—The general heading in all proceed- ings, whether original or interlocutory, and of advertisements and notices, shall be in Form No. 1.

9. Applications and petitions to be verified.—(1) Every application, and every petition, shall be verified by an affidavit and every such affidavit shall be in Form No. 2.

(2) The verification, referred to in sub-rule (1), shall be made by the appli- cant or petitioner, or, where there are more than one applicants or petitioners, by one of them:

Provided that, where the application or petition is filed by a company, the verification shall be made by the authorised representative of the company.

(3) Every petition shall be filed in triplicate and each copy of the petition shall be accompanied by the enclosures specified in Appendix II.

(4) Where the petitioner, being a company, relies upon any minute-book of the company4 It may annex to the petition a copy of the relevant minutes, duly certifi- ed by an officer of the company, being an officer who is authorised by the com- pany to do so.

10. Affidavit how to be drawn up and sworn.—(1) Every affidavit shall be drawn up in the first person and shall state the full name, age, occupation and complete residential address of the deponent and shall be signed by the deponent and may be sworn before the person specified in Section 558 of the Act.

(2) Where the deponent is not personally known to the person before whom the affidavit is sworn, he shall be identified by a person who is known to the person before whom the affidavit is sworn.

(3) Kvery affidavit shall clearly and separately indicate the statements which are true to the—'

(a) knowledge of the deponent;

(b) Information received by the deponent; and

(c) belief of the deponent.

(4) Where any statement In the affidavit Is stated to be true to the informa- tion received by the deponent, the affidavit shall also include the name and com- plete residential address of the person from whom the information has been re- ceived by the deponent and whether the deponent believes that information to be true.

11. Fees.— (1) Fees shall be levied and collected on every application at the rate of rupees fifty per application.

(2) In relation to petitions, fees shall be levied and collected at the rat* specified in the corresponding entry under column 3 of the Table:

Provided that no fee shall be payable on applications or petitions filed by the Registrar of Companies, Regional Director or by any officer on behalf of the Central Government.

THE TABLE

Rates of Fees

SecLioi"¹ of the A ct

Nature of pctitior

Rates of fees (in rupees)

i

2

3

100.00 I. Explanation to Clause ( 18 A) of

Section 2

Determination of die question whether two or more Individuals, etc., constitute or fall within a group.

IOO .00 S e c t i on 17 . . ..

^Iteration of the me*aOran

2.

75.00 Sub-section (4) of Section 18

3-

Extension of tiirie for filirg of documcrts or for the registration of alteration of memorandum of association.

19. Revival of order made urder Section 17(5). 75.00 Proviso to sub-stccion (2) of Section

4-

100.00 S e c t i on 7 9. . ..

For sanction far the issue of sharts at a dis- 5.

count

75.00

Extension of time for registration cf parii,- S e c t i on 1 41 . . ..

6.

culars of any charge. ,

100,00 S e c t i on 1 86

7-

Application for an order calling a mtetjig (other than the annual gel eral mettir g) of a company.

CHAPTER III

Presentation of Petitions, etc.

12. Application or petition how to be presented.—(1) An application or petition may be presented by the applicant or petitioner in person, or by his authorised rqpresentative, at the office of the Bench or may be sent by registered post addres- sed to the Bench Officer.

(2) Where any application or petition is sent by post, it shall be deemed to have been presented on the date on which it is received in the office of the Bench.

(3) As soon as any application or petition is received by the office of the Bench it shall be stnmped with the stamp of the Bench bearing an endorsement of the date on which the application or petition is received and every such endorsement shall be signed by the Bench Officer.

(4) A chronological register shall be maintained in relation to the fees paid on applications and petitions and a daily total of the fees so collected shall be made and the register shall be signed at the end of each day by the Bench Officer.

13 Petitions to be serially numbered.—(l) Tha office of the Bench shall assign to every application and every petition a distinctive and separate serial number according to the date and time of presentation of the application or petition, and, in addition, shall note on each application the serial number of the petition' to which it relates.

(2) Every order made, communication issued, or document admitted, shall bear the serial number of the proceeding to which it relates.

14 Date of presentation to be noted.—The date of presentation of every appli- cation and every petition shall be noted by the Bench Officer on the application or petition, as the case may be, either in red ink or by a date-stamp affixed thereon by him.

15. Registers of applications and petitions.—(1) There shall be kept in the office of the Bench two separate registers, one for the applications and ttye other for petitions flled before the Bench

(2) In every register, referred to In sub-rule (1) there shall be entered the following¹ particulars, mamely:>—

(a) the serial number of the application or petition and, In addition, In the case of an application, the serial number of the petition to which it relates;

(b) the date of presentation or receipt of the application Or, petition; (c) the name of the company to which the matter relates, (d) the_ name and address of the applicant or petitioner; (e) the names and addresses of the other parties to the application ,or peti- tion and the names (and ffddres"e#Jof 'tfhe feutnbrlBedl-epresentatiVes ol the partiee, If any;

CHAMEH IV

(2) Save as otherwise provided in sub-rule (1), notices and other documents,

which are required to be served on any person, other than a company, shall be

served by delivering or tendering a copy thereof to such person or his authorised

representative, where he appears by such representative, or by prepaid registered

post, acknowledgement due, addressed to the last-known residence of such per-

son.

(3) "Where a notice is served by registered post, the Bench Officer may, if the

acknowledgement is not received, determine the question as to the sufficiency of

the service of the notice.

(4) Where a notice, 'sent by a registered post h returned by the POM office

with the remark "refused", the Bench Officer may presume that the notice has

been duly eerved.

, 19. Power of Bench Officer to act on nffidmvit as to •reviee.—The Bench

Officer may set upon an affidavit, affirmed by or on behaU of the application or

petitioner, in respect of a service of any application or petition on the concerned

party.

20. Dn*y of the petitioner or bta "ntli"W"rt w>n""MitattT* to (BMW "W Be""*

Officer.—The petitioner or his authorised representative shall render sucb BMUS-

tance to the Bench Officer as way be necessary with regard to the sarvJce ot

notices and other communications issued by the Bench Officer under these rules.

CKAPTXR V

Matters connected with Hearing before a Bench

21 Hearings beftw* the Bewfc to be open to the pjWto.-The BeiMh shall

conduct its hearings in sessions open to the public and shall state *"**• wdw,

the points which arise for decision and its conclusions thereon end th" reasons

in support of such conclusions.

99 Power Of Board to rt*er"* ort"*.—It shall be lawful for every fcencb to

t a k f t E T to conrtdeT it? judgment but it shall forward t o t ta *£%**&&

wi∈ fifteen days from the last date of hearing, the operative portion oi the

order passed by it on an application or petition.

mwmmmM mrnmsm

ed W ^ B e n t h f or the hekinjt of the application

the applicant or Pe"t i o n" a^d 26, intimating him the date ( ^ J ^ J ^ L ^ h¹ notice shaU be in Form No. 3 and SJtSS^S^SS ^derTd S ^ h ^ S f i. be "rved not less than one month

b ^ r ^ t he date axed for the hearing of the application or petition, as the CW"

•h

S h f a f w J ^ S" s.h a" ^ ^ a t e. * accordance with sub-rule (1). each d"teTo

which the hearing i* adjourned from time to time,

28. RJtfhfe* of a pwrtv to appear before the Bench.—(1) Every partv may

appear, before a Bench in person or through an authorised representative.

(2> A party may, by writing, authorise an advocate or a chartered accountant

"r costs, and works accountant or a company secretary having prescribed quattn

fiqatipns under Section 2(45) of the Act to function as the representative ot uioh

P*rty.

O> Every authorised representative, appearing before a Bench shall file, in

Form No. 4. a memorandum of appearance and shall also file a copy of the

authorisation made by the party for such appearance.

(4) Without prejudice to the generality of the foregoing sub-rules,—

(a) a company may appoint a director ,or secretary of the company to

appear on its behalf in • proceeding before the Bench and every

person so authorised to appear shall file a memorandum of appear-

ance in accordance with the provisions of sub-rule (3), together "with

* copy of thej resolution at the. Board of Directors of the company

authorising him t# so appear;

(b) the Regional Director or the Registrar may appear personally or

through an officer, notified by the Board to the Bench Officer, m the

authorised representative of the Regional Director or Registrar, a*

the case may be, and the officer so authorised shall file a memo-

randum of appearance in accordance with the provisions of eulv

rule (3).

09. Effect of mtmor*#d"m of appearaae*.—(1) The memorandum of appear.

anee filled on behalf of a party in connection with " petition ihall be deemed t"

be, ^.memorandum of appearance for every Interlocutory matter or application

arising out of the proceeding initiated In pursuance of the petition.

W The authorised representative shall be competent to act on behalf of the

party in the proceeding in which he enters appearance and anything done or any

action1 token by him shall be binding on the party for whom he enters appearance.

-3ft. Fewer ©t Htnch to ad^ura a*y heartnf.—(1) The Bench may, whenever

it tfctaks fit, and on such terms as it may consider proper, at any stage oi any

application or proceeding, adjourn .the hearing of the application or petition, ^S

the case may be.

(2> The Bench may, at its discretion, accept an application for adjournment

by post and may grant adjournment without any hearing where such application

has been made by both the parties for the adjournment of the hearing to a

mutually agreed date:

Provided that such application is received in the office of the Bench not )ess

than fifteen days prior to the date fixed for the hearing of the matter by the

Bench.

31. Procedure to be followed wb*re any party doe" not appear.-^ 1) Where,

on the date fixed for the hearing ol any matter or on any other date to which

the hearing of such matter may be adjourned, the opposite party appears and

tb# wtfl&ant or petitioner, as Ihe case may be, does not appear when the matter

i s " 5 £d on for hearing, the Bench may. at its discretion, dismiss the application

or petition for default, unless the opposite party agrees that the application or

petition may be allowed in whole or in part.

(2) Where the applicant or petitioner appears and the opposite party does

not appear on the date fixed for hearing of the matter or • " • " ! " * " " "*

to which the hearing may be adjourned, the Bench may hear the application or

petition, as the case may be, ex-parte.

m Where an order for the dismissal of an application has been made or

t. Pr t l* £ " "l " " £:

aa."nier has been made for the hearing of any *PPUca^°* °r

the Bench shall, if satisfied that there was sufficient cause for the non-appearance

of the applicant, petitioner or opposite party, as the case may be, when ^tjie. application or petition was called on for hearing, set aside the order for dismissal for default or, as tho case may be, order for the hearing of the application or petition ex parte, and shall fix a date for proceeding with the hearing of, .the application or petition.

32. Power of Beach to award costs.—It shall be lawful for a Bench to fix, and award, costt. to any of the parties before it where it is of opinion that the award of such coats, is necessary.

33. Enforcement of costs awarded by a Bench.—(1) The Bench may, where costs awarded by it to a party have not been paid by the party liable to pay th" same within the time allowed by it, on an application made by the aggrieved party, send a certified copy of the order awarding costs, together with a certi- ficate to the effect that the costs awarded by it have not been paid, to the principal civil court of original jurisdiction within the local limits of whose jurisdiction the party, liable to pay such costs, voluntarily resides or carries bn business ot personally works for gain; and thereupon the Court aforesaid fftay execute the order for costs as if it were a decree passed by itself.

(2) The provisions of the Code of Civil Procedure, 1908 (5 of 1908), relating to the execution, discharge and satisfactipn of a decren, shall, as far. as may be, •apply to the execution of an order for costs, made by a Benoh and any question relating to such matter shall be decided' by the Court executing the qrder afore- Said.

(3) The Court, referred to in sub-rule (2), shall• certify to the Bench whether Or not the order for costs has been executed, and. in- case It has failed to execute the order, the circumstances attending to such failure.

34. ^ower pf Bench to grant certified copies.—(1) Every Bench may, on an application made to it by any party to a proceeding before it or his authorised representative, grant a certified, copy of any order made by it in suGh proceed- ing or of any application, petition or representation made to, or any document filed before it in connection with such proceeding, or any extract from Such application}' petition, representation or document, on payment ,01 fee at the rwfl of two rupees for every one hundred words or part thereof.

<2) Where a certified Copy is granted under siib-rule (1), the Bench Otttfef shall certify in writing that the copy is a true copy of the application, document, order,- petition, representation, or extract of which it purports to be a copy.

35 irisroectlori of records, etc,—The Bench shall, op an application made to 1* bv any party to a proceeding before it, or the authorised representative of sUch party, or any member or creditor of the company t,o which the proceeding relate? grant free of charge and during office hours, infection of the fie or the proi ceedings, Including ajphcatlon, petition or representation, made to it of docu- ments filed beioie It.

Provided that the Bench Officer may regulate the days on which, and 'the period fjw? wWeh, the Inspection may be had.

CHAFTMI VI Special Provisions Relating to Certain Matters

36 Petitions unde~ Section 11 — (L) The company shall, not less than orift month before filing any petition under sub-section (2) of Section 17 —

f" Publish A general notice at least *dnce in the principal language of the district in a newspaper circulating in the district in which the registered office of the company is situate, and at least °"Ge w •EnHllsh in a newspaper published in the English language and: circulating in that district, clearly Indicating therein the substance of the petition and stating that any person whose interest is likely to be Bllected bv the proposei alteration oi the memorandum may intimate to the Bench Officer, within twenty-one days of the flats of the publication of the notice, the nature of interest and th* grounds of opposition to the petition; and

Hi) serve hy registered post, individual notice in Form 'No. 5 on efccTi debenture-ho'der and- creditor of the company.

(2)' Where the petition setfka to' change the registered office of the petitttSbWT

company from one State to another, a notice shall also be served on the Chiet Secrcta^ to the Government of the State in \fchlch the registered 6fflce of the petitionei¹ company is situate, or, where the registered office of the company j$ situated in a Un'on territory, to the Administrator oi the Union territory.

(3) 'Ihe 'Bench shall serve a notice of the petition on the Registrar, or, in the case of a company licensed under Section 25, on the Regional Director, having jurisdiction ovei {he company.

JW. Petition wder Seett"n M L _ ( i) A petition under aection 1+1 shall r,"

39. fYtttion under Section 186.—The provisions of mib-rule (1) of- TuJe 36

shall, as far as may be apply to a petition made under Section 186, and every

"uch petition shall, inter alia, contain facts as to—

(i) the status of the petitioner, namely, whether he is a member or director

of the company;

(ii) particulars of shareholders which entitle the petitioner-member to v"te

e at the .meeting;

(m) facts making out a prime faci" case that the calling, holding or conduct

of the general meeting by the company has become impracticable;

and

(iv) the purpose of the meeting proposed and the business to be transected

there at.

C H A RM VII

Miscellaneous

40. Enlargement of time—Where any period is fixed by or under these rutats,

or granted by a Bench, for the doing of any act, or filing of any document or

representation, the Bench may, in its discretion, from time to time, enhu-fte such

period, even though the period fixed by or under these rules or granted by W*

Bench may have expired.

41. Savior of Inherent power of the Ih**.—Nothing in these rules sfc"01 *e

deemed to limit or otherwise affect the inherent power of the Bench to rtiahe

*tich orders as may be necessary for the ends of justice or to prevent abus* ©f

the process of the Bench.

42. Amcadntento of orders.-—Clerical or arithmetical mistaken In order* made

by a Bench or errors arising therein from any accidental slip or omission may,

at any time, be corrected by the Bench either of its own motion or an the

application of any of the parties.

43. General power to amend.—A Bench may, at any time, and on such terms

as to costs or otherwise as it may think fit, amend any defect or error in any

proceeding before It; and all necessary amendment* shall be made for the pur-

pose of determining the real question or Issue raised by or depending on, suck

proceeding.

44 Bench to b* deeiaed to be a Court for certain porpoaap,—A Bench shall

be deemed to be a Court for the purpose of prosecution or punishment of a

person who wilfully disobeys any direction or order of such Bench.

45 Review (1) Any person considering himself aggrieved by in order made

bv a Bench and who, from the discovery of new an

evidence which after the exercise of due diligence, was not within his knowledge

or could not be produced by him at the time when the order was made or on

account of some mistake or error apparent on the face of the record, or for any

other sufficient reason, desires to obtain a review of the order made against hm,

may apply for a review of the order to the Bench which had made the order.

(2) No application for review shall be made after the expiry of a period of

ninety days from the date of the order.

(3) Where it appears to the Bench that there is no sufficient ground lor *

review It shall reject the application; but where the Bench is of opinion that

tte application Io7 review should be granted, it Shall want the same •

Provided that—

fa") no such application shall be granted without previous notfce to *e

opposite party, to enable him to appear and to be heard in support

of the order, a review of which is applied for, and

(b) no such applietton shall be granted on the ground of discovery of a new matter or evidence which the applicant alleges was not within his knowledge, or could not be adduced by him when the order wai made, without strict proof of such allegation.

(4) Where the application for a review is heard by more than one member, and the Bench is equally divided, the application shall be rejected; but, where there is a majority, the decision shall be according to the opinion of the majority. (5) Where an application for review is granted, a note thereof shall be made In the register and the Bench may at one re-hear the application or petition or make such order in regard to the re-hearing as it thinks fit.

(6.) No application to review an order made on an application for a review or an order made on a review, shall be entertained.

APPENDIX I—FORMS

AND

APPENDIX II—DOCUMENTS TO BE ANNEXED TO APPLICATION

FORM NO. 1

[See rule 8]

(Proceedings, advertisement and notices, etc,)

Before the Company Law L——Bench. In the matter of the Companies Act, 1956 (1 of 1956). Section . And In tbe matter of (state the name of the company). And In the matter of • applicanV/Petltioner. Versus —, ——-Opposite Party.

FORM NO. 2

[S"e rule ft]

(Proceedings, advertisement and notices, etc.)

(Affidavit verifying application/petition)

1( . — son of Shrl ~ r tiged — , .years, by occupation — , at present residing at do solemnly affirm and say as follows:—

1. I am director/Secretary of Limited the applicant/ petitioner in the application/petition above mentioned and am duly authorised to make this affidavit on its behalf (This paragraph is to be included in case the .applicant/petitioner is a company).

2. The statements mad" in paragraphs of the enclosed application/petition are true to my knowledge, and the statements made in paragraphs — are based on information derived from • (name and address), and I believe them to be true, and statements made in para- graphs • are true to my belief.

3. 1 swear/solemnly affirm that this declaration is true, that it conceals nothing and that no part of it Is false.

Deponent.

Solemnly affirmed, before me this day 0*

. of the year 19 .

, Deponent indented by Shri — "°" •'. —

aged about — years, nt present residing at

.

Signature of identifier — Seal of the Oath Commissioner,

FOBM No. 3

[See rule'27 (1)7

(Proceedings, advertisement and' notices, feffc.)

Notice of Hearing

To

. on the — day of ••

Please take notice that a petition under section of the Companies Act, 1956 (1 of 1956) for . . presented by/received from **• and bearing Number — is fixed for hearing before the Company Law • • •• — — Bench at @ —. on day of *• • •• ^ "t, a.m./p.m.

Please take further notice that, subject to the orders of the Bench, the matter will be placed for final disposal by the Bench on the aforesaid date.

Bendh Officer,

•Name of the party to be inserted hero,

••Please give the month here.

•••Please give the year here.

••••Name of the city to be given here.

@Give particulars of address here.

FORM NO. 4

[See rule 28(3)] Memorandum of Appearance.

To

Ine wench Officer Company Law — <— ' •' Bench

(Proceedings, advertisement and notices, etc.)

Sir,

Please take notice that i am duly authorised, to enter appearance, and do hereby enter appearance, on behalf of • • petitioner/opposite party/Reglstrar/Regional Director — —— " in the above mentioned petition.

*A copy of the resolution passed by the Board of directors authorising n>" to enter appearance and to act for every purpose connected with the proceedings for the said party is enclosed, duly signed by me for identification.

••A. conv of the notification to the Bench Officer made by the Registrar/ Regional Director under clause (b) of rule 2ST4) Is enclosed.

Yours slncerly.

Dated — day of — =( >-—)

-K ) m_ _ ~.

Enclosure: as aforesaid

*This paragraph may be deleted where it is not

** applicable.

= (Name), -(-Designation and address of the authorised representative and if he belongs to a profession, the same may be indicated here.

FORM NO. 5

[See rule 36(1) (ii)]

Name of the company;

Registered Office:

SUBJCKT.—Special Notice to creditor/debenture holder/State Government In

pursuance of rule 36(2) of the Company Law Board Bench Rules, 1975

regarding proposed alteration of the Company's Memorandum ej

Association.

Dear Sir,

The company proposes to make an application to the Company Law

Bench under ttection 17 of the Companies Act, 1956 (1 of 1956), seeking con- firmation of the alteration in the memorandum of association of the company in terms of the special resolution passed by the company at its general meeting held on a copy of which is enclosed, to enable the company to — (give here substance of the proposed alteration).

2. The company owes you a sum of Ks. • (Rupees .

only) made up of Us. as principal and Us. -——* -^-as interest as on (date, which must be within a month of the date of the notice uniformly for all creditors/debenture-holders) on account of (give particulars of the detit or debenture).

3. If you desire to oppose the confirmation of The proposed alteration, please deliver or cause to be delivered or send by registered post your objections supported by affidavit, original to the Bench Officer (Company Law Bench) at —— ••—and a copy thereof to the company's registered office mentioned above, within 21 days from the date of receipt of this notice failing which, please note that you will be deemed to have consented to the alteration and the matter will be disposed of ex-parte accordingly.

Yours faithfully,

for and on behalf of the Petitioner.

(Name of the company to be given).

Enclosure: As aforesaid.

FORM N O. 6

[See rule 36(6)]

(Proceedings, advertisement and notices, etc.) Form of Affidavit provinjt despatch and service of notice.

I —r- , son of aged — years, at present residing at ————., do solemnly affirm and say as follows: —

1. I am a director/Secretary •' — of —'

Limited, t he petitioner in the petition above mentioned and am duly authorised to make this affidavit on its behalf.

2. General notice, in pursuance of rule 36(1) (i) of the Company Law Board Bench Rules, 3975, has been published:

(i) in-—• •—• —^—, issue dated — — - —— —in———

language, beinj? the principal language of district in which the registered office of the company is situate; and

(ii) in •

, issue dated —in English:

Both these newspapers circulate in the district in which the registered office of the company is situated. The relevant newspaper cuttings are enclosed.

3. Individual notices in pursuance of rule 36(1) (il) ibid, were sent by regis- tered post to the creditors/debentures holders/State Government. The complete list of creditors/debenture holders as on (duly identified) in Form No. 7 is annexed.

•The date to be mentioned here should not precede the date of the application by more than two months.

4. I believe from the postal acknowledgements in re3pect of the said registered letters received by the company that the notices have been served on all the creditors/debenture holders mentioned in the enclosed list excepting those at serials numbers of the aforesaid list in respect of wnom the covers have been received back undelivered and no further service by the company was feasible.

5. Statements made in paragraph 2 are baaed upon my personal knowledge and those made in paragraph 3 are based upon the records of the company which I believe to be true.

Place :

Dated

Deponent

Solemnly affirmed, before me this day — of —• of the year .

Identified by

Signature of identifier —

Seal of the Oath Commissioner.

FORM NO. 7

[See rule 36(7)]

(Proceedings advertisement and notices, etc.)

List of Creditors/Debenture Holders: As on

S. No. Mames

Address Amount Remarks "².

(in alphabetical

order)

Verified that the above list is correct, that the estimated value of the debts or claims payable on a contingency, or not ascertained, are proper estimates of the values of such debts and claims respectively, and that all the debts and claims included in this list are borne out by the books and records of the com- pany and that there are no other debts or claims against the company to our knowledge.

Petitioner.

*2.—Nature of claim to be mentioned, as also any other relevant particulars.

FORM NO, 8

[See rule 36(12)]

(Proceedings, advertisement and notices, etc.)

PRESENT;

1.

2.

ORDEH CONFIRMING ALTERATION

This petition by the company above named to the Company Law •

Bench under section 17 of the Companies Act. 1956 (1 of 1966) and admitted a* Petition No. — — of the year —

2. It is stated in the petition that

(Here the content* of the petition may be summarised),

3. This Bench haa received representations from •— ~ a nd t he point* mad© o ut therein are — . (Here set out t he glat of th0> r e p r e s e n t a t i o n s ).

4. The pointa arising for determination are

. (Here set

out the points).

5. The aforesaid points are considered below •

Part No. 1 etc. (in aerial order) : (Here reasons are to be set out and findings recorded). 6. This Bench is satijsned that with respect to ev"ry creditor entitled to objoot dnd objecting to the alteration haa been obtained or hia debt or clayn has been discharged or determined or been duly secured.

(Please give details where necessary).

7. This Bench is also satisfied that having regard to the rights and Interest* of the members of the company [and of every class of them] as well as to the rights and interests Qf the creditors of the company [and of every claaa 01 than,); it fa met and proper that this petition should be allowed subject to thft fallowing conditions, namely : —

(Conditions to be specified here)

THIS BENCH DOTH THEREFORE HEREBY ORDER :

8. That the alteration in the memorandum of association of the said company proposed by the special resolution of the above named company passed In accordance with section 189 at a general meeting of the said company held on the • day of 19 (which special resolution is set forth in Schedule I hereto), be and the same is hereby confirmed.

[Where the Bench confirms the alteration/s in part or subject to any termi and conditions, the clause be suitably re-cast]

Dated: the 19

By Order of the Company L aw Bench. ( )

FORM NO. 9

[See rule 37(1)]

(Proceedings, advertisement and notices. etc\>

Form of application under section 79

A.B. and Company Limited—Petitioner

Petition under section 79 for sanction of issue of shares at a discount.

A.B. and Company Limited, the petitioner above named, states as follows :—-

1. The petitioner herein '(herein after called 'the company') was, incorpo- rated on the day of • • 19 as a company limited by shares.

2. The registered'office of the company Is situate at

3. The objects of the company are as set out in the memorandum of asso- ciation annexed hereto. The main objects are :—

[Set out the main objects in brief]

4. The authorised capital of the company is Rs.<- divided into •— shares of Rs. each, of which -—.—^"-—, eliftrds-' HAve been issued, and have been paid-up or credited as fully paid-up, (or htive'Tb'een paid up to the extent of Rs. .— per share).

[If there are different classes of shares, all the classes should be set out with particulars as to amounts paid-up on each share of every class].

5. After its incorporation, the company became entitled to commence business [by the certificate issued by the Registrar of Companies (in case; of public companies)] on the —n — ——day of — _ ( m o n t h) —(Year) and has since been and is still carrying on business.

6. py a resolution of the company duly passed in accordance with section 189, at a general meeting of the company held on the • -day of -^ <-6f—,—, after d ue notice as provided in jthe Act, it, w as u n a n i m o u s ly (or, by>a riiajotlty of votes to .— votes) resolved as follows ; —

[Here set out the resolution]

7. The shares proposed to be issued ag aforesaid are of the same class of- shares as have been already issued, and it is more than (state the period) since the company became entitled to commence business.

8. [Here set out (in separate paragraphs, if need be) the nature of,, the business, the way it has been conducted, the financial position of the company, the circumstances that necessitate the issue of shares at a discount and in- c&se the proposed rate of" discount • exceeds 10 per-cent. the special circumstances justifying the same and how the proposed issue could be beneficial to the company]. True copies of the last three years' Balance Sheets with related documents are enclosed.

9. The petitioner therefore prays:— (1) That the issue of — shares of Rs- —' e a cn at a discount of . -——per cent resolved by a resolution of the company passed at its general meeting held on the day of @— , be sanctioned, and

(2) That further or other orders made as the Bench may deem fit.

Dated —

Petitioner

This application shall be supported by affidavit in Form No. 2.

@ Month and Year to be given here.

ApPBNDU-n

[See rules 9(3), 37]

Documents to be annexed to application.

Nature of Application

Enclosures

SI. Section of the Act

2

I

4

3

Petition for confirming

I.

1. Three "true copies of the memorandum

of Assoclatior.

alteration of Memorandum of Association.

1. Three true copies of the notice calling for the meeting and three true copies of the special resolution sanctioning the altcr&- tion.

3. Three true copies of the minute of the meeting at which the special resolution was passed.

4. Treasury Challan evidencing payment of

prescribed fees.

5. Affidavit in Form No. 2 and 6 with two true copies alongwith the newspaper cuttings in triplicate.

6. List of creditors in Form No. 7 with two

true copies.

2.

1. Three true copies of the memorandum 0 79

Petition to sanction issue of shares at a discount.

association.

2. Three true copies of the notice calling for the meeting and therce true copies of the resolution sanctioning issue alongwith extracts of the minute of the meeting at which the resolution was passed.

3. Three true copies each of the last three years Balance Sheets, profit and loss accountSj Auditors Reports and Directors Reports.

4. Treasury Challan evidencing payment of

prescribed fees.

5- Affidavit jn Form No. 2 alongwith two

true copies.

141 Petition for extension of time

3.

for registration of charges etc.

1. Three true copies of the agreement creat- ing/modifying the charge as the case maybe.

2. Three true copies of the resolution envi- saged by section 292(1) (b) or (c) and section 293 (1) (d) as may be applicable. 3- Affidavits in Form Nos. 2 and 6 with two true copies alongwith newspaper cuttirgs in triplicate.

4- Treasury Challan evidencirg payment of

prescribed fees.

186 Petition to order meeting to

be called etc.

1. Three iri'e copies of the memorandupi and articles of association of the copicany 2. Documcrtary eviV.ercc ir proof of the

status of ihc applicant.

I ² 3

4

3. Affidavit in Form Nos. 2 and 6. 4. Treasury Challan evidencing payment of

prescribed fees.

5. Memorandum of Appearance in Form N Q, 4 with two true copies alongwith newfc paper cuttings in triplicate.

"True copy for the purposes of Appendix II means a copy certified by the authorised representa- tive to be a true copy.

tNo. F. 5/14/7B-CL.V]

P. B. MENON, Jt. Secy.

MINISTRY OF HOME AFFAIRS

CORRIGENDA

In the Proclamation published as GSR S72(B) and 573(E) in the Gazette of India Extraordinary, Part Il-3ection 3, Sub-Section (i), dated the 30th November, 1975 at pages 2357 to 2363, the following; corrections are to be made:

On page 2358,—

In line 19 read "so much of clause (1) of article 169". for "so much of clause (i) of article 169"

On page 2360,—

In line 1 of para 2 read "T.T*Q *fT TIWTT5T ff" for "XV3Q if TlWTra" %"

On page 2361,—

In line 9 read " S F J ^S 169 ( l) fT ^ TT flTT" for " * P J^ 169 ( i) Vf

On page 2362,—

In line 3 of para (iv) in the beginning read "JTl^t i*? ^ STfaTHT'Tf" for "irrTT

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