,.

I I
APPENDIX 3
COMPANY LAW BOARD REGULATIONS, 1991
1
In exercise of the powers conferred by sub-section (6) of section IOE of the Companies Act, 1956 (I of
1956), the Company Law Board hereby makes the following regulations, namely:-
CHAPTER I
PRELIMINARY
1. Short title, commencement and interpretation.--(I) These regulati ons may be called the Com-
pany Law Board Regulations, 1991.
(2) They shall come into force on the date of their pUblication in the Official Gazette.
(3) The General Clauses Act, 1897 (10 of 1897), appl ies to the interpretation of these regulations as it
applies to the interpretations of a Central Act.
2. Definitions.--( I) In these regulations, unless the context otherwise requires,-
(a) "Act" means the Companies Act, 1956 (J of 1956);
(b) "Annexure" means an Annexure to these regUlations;
(c) "Application" means an application by which an interlocutory proceeding is commenced be-
fore a Bench;
(d) "Authorised representative" means a person authorised in writing by a party under sub-
regulation (2) of regulation 19 to function before a Bench as the representative of such party;
2[(e) "Bench" means a Bench of the Board and includes the principal Bench 3[Addilional Principal
Bench] and a member sitting singly;]
(j) "Bench Officer" means an officer notified by the Board for the purpose of-
(i) receiving, examining and processing of applications; and .
(ii) perfonning such other functions as may be entrusted to him by or under these regula-
tions;
(g) "Board" means the Board of Company Law Administration, constituted under section IOE of
the Act;
(h) "Certified" means, in relation to a copy, certified as provided in section 76 of the Indian Evi-
dence Act, 1872 (I of 1872);
(i) "Chairman" means Chairman of the Board;
4[W "Company" includes a non-banking financial company as defined in clause (j) of section 45-1
of the Reserve Bank of India Act, 1934 (2 of 1934) and a foreign company;]
(k) "Filed" means filed in the office of the Bench;
(I) "Form" means a fonn specified in Annexure 11;
2[(m) "Member" means a member (whether judicial or technical) of the Board and includes the
Chairman and Vice Chairman;]
(n) "The Monopolies Act" means the Monopolies.and Restrictive Trade PracticesAct, 1969 (54 of
1969);
(0) "Office of the Bench" means the office of the Bench Officer;
(p) "Party" means a person who files an application or petition before a Bench, the respondent; the
Registrar of Companies or the Regional Director and includes any person who has a right
I. Published in the Gazene of India, Extraordinary. Part II, section 3(i) vide Notification No. GSR 291(E), dated
31st May, 1991 [(1991)71 Com Cases (St. ) 37].
2. Subs. by CLB Amendment Regulation, 1994 vide GSR 593(E), dated 25-7-1994 (w.e.f. 25-7-1994).
3. lns. by the Amendment Regulations, 2000 vide GSR 917(E), dt. 14- 12-2000.
4. Subs. by Amendment Regulations, 1997 vide GSR 433(E), dated 1-8- 1997.
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The Company Law Board Reguiatior,s, /99J-Regn. 4 App. 3 6697
under the '[Act or the Reserve Bank of India Act, 1934 (2 of 1934)] to make suggestions or
objections;
(q)
"Petition" means an application, appeal or complaint in pursuance of which any proceeding,
not being an interlocutory proceeding, is commenced by the Bench;
(r) "reference" means a reference within the meaning of regulations 35, 40 and 42 of tJlese regu-
lations; .
(s) "Regional Director" means a person appointed by the Central Government as a Regional Di-
rector for the purposes of the Act;
(t)
(u)
(v)
"Registrar" means Registrar of Companies appointed under the Act;
"sealed" means sealed with the seal of the 'Board' or ' Bench';
"Secretary" means Secretary to the Board and includes "Under Secretary" to the Board and
any other officer, by whatever name called, to whom powers and duties of Secretary may be
entrusted under regulation 31 ;
(w) "Section" means a section of the Act;
(x) 6[* * * *]
'[(Y) "Vice Chairman" means Vice Chairman of the Board].
(2) Words or expressions occurring in these regulations and not defined in sub-regulation (I) shaH bear
the same meaning as in the Act.
NOTES
The definition of 'party' is an exhaustive definition and takes in all persons who are entitled to make
suggestions or objections, as deemed parties. Malleswara Finance & Investment Co. (P.) Ltd., (1995) I
Comp U I (Mad).
CHAPTER II
GENERAL
3. Composition of Benches of t he Board.-(I) Subject to regulation 4, every Bench of the Board
fonned under sub-section (4B) of section lOE may consist of one or more members.
(2) The order of the Chairman forming any Bench shall specify therein the powers which shall be ex-
ercised and functions which shall be discharged by the Bench.
(3) The Chairman shall, in relation to each Bench formed specify the member of the Bench before
whom every matter requiring decision of the Board (not being a matter affecting the final disposal of the
petition) shall be placed for orders and in the absence of the member so specified every such matter shall
be placed before any other member of tJle Bench who is present.
8[4. Power of the Chairman to specify matters which may be dealt with by a Bench.-(l) It shall
be lawful for the Chairman to provide that matters falling under sections 247, 250, 269 and 388B of the
Act and under Section 2A of the Monopolies and Restrictive Trade Practice Act, 1969 (54 of 1969) shall
be dealt with by the Principal Bench consisting of one or more Members.
S. Subs. for' Act' by Amendment Regulations, 1997, vide GSR 433(E), dated I-S-I997.
6. Omitted by Amendment Regulations, 1997 vide GSR 433(E), dated I-S-1997.
7. Ins. by CLB Amendment Regulations, 1994, vide GSR 593(E), dated 25-7-1994 (w.eJ. 25-7-1994).
8. Subs. by CLB Amendment Regulations, 2008, vide GSR ISSIE), dated 17-3-2008 w.eJ. 1-4-2008 for the following:--;-
[4. Power of the Chairman to specify matters which may be dealt with by a Bench.--{I) It shall be lawful
for the Chairman to provide that matters fa11ing under sections 235", 237", 247", 24S*, 250*, 3SSB"", 4OS" and 409'
and matters fa11ing under Chapter VI of Part VI of the Act and under section 2A of the Monopolies Act shall be dealt
with by a Bench consisting of [one or 1II0re members] (which shall be known as the Principal Bench).
(JA) It shall also be for the Chairman to provide that matters falling wuler sections 235 and 237 of the Act and
matters falling under Chapter VI of Part VI of the Act in so far as relate to Southern Region shall be dealt with by a
Bench consisting o/[one or more members] (which shall be known as Additional Principal Bench.]
(2) The Principal Bench shall be at New Delhi but the Principal Bench may sit at such places in'India and at
such time as may be most convenient in exercise of its powers and functions in India.
(2A) The Addilional Principal Bench shall be at Cltennai but it may sit at such places in Sou/hem Region as
may be more c01lvenient in exercise of its powers and fUllctions. .
(3) It shall be lawful for the Chairman to provide for matters fulling under [sections III, III A and 269 of the Act] and
under section 22A of the Securities Act shall be dealt with by a Bench consisting of [aile or mllre members] .
(4) All other matters including interlocutory and miscellaneous applications connected with the matters falling
under sub-regulations (I) L ( IA)] and (3) of utis regulation may be heard and decided by a Bench consisting of a
single member:
Provided that notwithstanding anything contained in regulation 7, it shall be lawful for the Chairman to transfer
any matters pending before any Regional Bench [or the Additional Principal Bench] to the Principal Bench, for
reasons to be recorded in writing.]
"
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6698 App.3
The Company Law Board Regulations, 1991-Regn. 5
(2) The Principal Bench shall be at New Delhi but it may sit at any other place in India at its discretion
or at the joint request of all the parties.
(3) It shall be lawful for the Chairman to provide that matters falling under all other sections of the Act
shall be dealt with by Regional Benches, namely, New Delhi Bench, Chennai Bench, Kolkata Bench and
Mumbai aench, consisting of one or more Members:
Provided that matters pending before the Principal Bench and Adejjtional Principal Bench as on 1st
day of April, 2008 shall continue to be disposed of in the name of Principal Bench and Additional Princi,
pal Bench respectively:
Provided funher that notwithstanding anything contained in regulation 7, it shall be lawful for the
Chairman to transfer any matter pending before the RegIOnal Benches to the Pnnclpal Bench eIther at the
joint request of all the parties or for other reasons to be recorded in writing.]
NOTES
Matter heard by three CLB members, decided by two.-In keeping with the Regulation 4, it was
held that a matter which was heard by three members could be decided by two of them when during the
final stages of the hearing the third member could not be present because he ceased to be a member.
Rashmi Seth v. Chernon (India) P. Ltd., (1995) 82 Com Cases 563: (1992) 3 Camp U 89; Rashrn; Seth v.
Tillsoil Farms (P.) Ltd., (1992) 3 Comp U 126 (CLB); Solitaire Hotels P. Ltd., Re, (1992) 3 Camp U
119 (CLB); DauZat Makanmal Luthria v. Keshave S. Naik, (1992) 3 Camp U 119 (CLB).
A regional bench cannot hear a petition concerning a company whose registered office is outside the
area over which the bench has territorial jurisdiction K. SlIresh v. Associates India Finance Services Ltd.,
(2009) 152 Com Cases 725 (CLB).
9[5. Vacancy in the office of the Chairman.-* * * *J.
1[6. Inability of the Chairman to function.-* * * *J.
7. Jurisdiction of the Bench.-(I) All proceedings, other than the proceedings before the Principal
Bench under regulation 4, shall be instituted before the Bench within whose jurisdiction the registered
office of the company is situated.
"[(2) The States or Union-territories falling ulider the geographical jurisdiction of the Regional
Benches shal1 be as provided in Annexure-I .J
12[(3) The Regional Benches shall ordinarily have their sittings at Kolkata, Mumbai, Chennai and New
Delhi:
Provided that the Bench may, at their discretion, hold sittings in any other city or town falling within
their respective geographical jurisdiction or any other place outside their jurisdiction with the consent of
the parties.)
NOTES
The argument of expensive litigation was not accepted by HANSARIA 1. of the Supreme Court in Satish
Chandra v. Union of India, AIR 1995 SC 138 : (1994) 81 Com Cases 482 (SC). The learned judge dis-
posed of the argument by saying that by establiShing regionwise Benches, Ule CLB has taken care of the
inconvenience and expensiveness of litigation. The learned judge also upheld the Constitutional validity
9. Onritted by Amendment Regulations. 1994 vide GSR 593(E), IIated 25-7-1994 (w.e.f. 25-7-1994). Prior to its
omission Regn. 5 stood as under:- .
'5. Vacancy in the office of the Chairman.-lf. for any reason. the Cbainnan is not appointed or a casual
vacancy occurs in the office of the Chairman. the seniormost member of the Board, holding office of member for
the time being, shall discharge the functions of the Chainnan until a 'person is appointed as the Chairman'.' .
10. Omitted by Amendment Regulations. 1994 vide GSR 593(E), dated 25-7-1994 (w.e.f. 25-7-1994). Prior to its
onrission Regn. 6 stood as under:- . .
'6. Inability of the Chairman to Cunction.-When the C h n i n n ~ n is unable to discharge the functions owing to
absence. illness or any other cause, t1;e seniormost member of the Boarn, if so aulhorised by the Chairman, h a l l
discharge functions of the Chainnan until the day on which the Chainmin resumes the charge of his function'S.'
11. Subs. by Amendment Regulations, 2008, vide GSR 185(E). dated 17-3-2008. w.e.f. l-4-2008, for the following:
(2) The regions where the Benches shall ordinarily have their sittings are the Northern Region, the Southern
Region. [including Additional Principal Bench] the Eastern Region-and the Western Region, the States. and Un-
ion Territories falling within each of such regions being States .and Union Territories as provided in Annexure] to
these regulations.
12. Subs. by Amendment Regulations, 2008, vide GSR I 85(E), dated 17-3-2008, w.eL 1-4-2008, for the following:
"(3) The Benches shaH ordinarily have their sittings at Calcutta (Eastern Region), Bombay (Western Region)
illcludillg Additional Principal Bench, Madras (Southern Region) and New Delhi (Northern Region):
Provided that the Bench may. at its discretion, hold its sittings in any other city or town falling within the re-
gion or at any other place outside the region with the consent of the parties."
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App.3 6699
of dividing powers under the Companies Act between the CLB and Courts. The !Jower to wind
up carries more senous consequences and, therefore, remams vested lD the High Courts while less drastIC
powers have been vested in CLB,
The very purpose of setting up the Additional Principal Bench, which is to make an adjudicatory body
available near to the litigants, is defeated if litigants who could move that bench claim to have the right to
move the principal bench, Thus, petitions by companies having their registered offices in the southern
region should be filed only before the additional principal bench, T.P,G, Nambiar v. B.P.L Communica-
tions Ltd., (2006) 129 Com Cases 713 (CLB).
Court jurisdiction in appeal against CLB orders.-The forum of appeal indicated in section 10F is
a definite forum determined by the provisions of the Act and not by the Regulations framed by the Com-
pany Law Board, under IOE(6) or the III ace of its sitting the The expression
"the High Court' 10 sectIon IOF means the HIgh Court hav10g JunsdlctIon m relatIOn to the place at
which the registered office of the company concerned is situate as indicated in section 2(11) read with
section 1O(1)(a) and not the High Court having jurisdiction in relation to the place where the concerned
Bench of the Company Law Board sits. Stridewell Leathers P. Ltd. v. Bhankerpur Shambaoli Beverages
P. Ltd., (1994) 79 Corn Cases 139 (SC) : AIR 1994 SC I reversing Bhankerpur Shambaoli Beverages P.
Ltd. v. CLB, (1994) 79 Com Cases 131 (Del).
Sittings.-By virtue of the provisions in Regulation 4, the Principal Bench has to sit at New Delhi but
that it may also sit at any other place and at such time as may be most convenient. There is a discretion in
the Board which enables it to decide as to where to hold sittings. The Board, therefore, had the power,
while disposing of an application, not to express any opinion at that time and leave it open as to when the
matter of place of sitting would be decided according to exigencies that might arise. It could not be said
for that reason that the discretion had been exercised wrongly or perversely. Ashok Bete/nut Co. P. Ltd. v.
M.e. Sathyavathi, (2003) 48 SCL 413 (Mad).
8. Language of the Bench.-{I) The proceedings of a Bench shall be conducted in English or Hindi.
(2) No petition, application, reference, document or other matter contained in any language other than
English or Hindi shall be accepted by the Board unless the same is accompanied by a true translation
thereof in English or Hindi.
(3) All documents required to be translated into English or Hindi shall be translated by a person ap-
pointed or approved by the Board:
Provided that any translation which is agreed to by the parties to the proceedings may be accepted by
the Board in appropriate cases as a true translation.
(4) All final and interlocutory orders of the Bench shall be in English or Hindi.
9. Sitting hours of the Bench.-Sitting hours of the Bench shall ordinarily be from 10.30 a.m. to 1.30
p.m. and from 2.30 p.m. to 4.30 p.m. on all working days except Saturday, Sunday and other public Holi-
days, subject to any general or special order made by the Chairman.
10. Bench to have seal of its own.-{ I) There shall be a separate seal of a Bench of the Board.
(2) Every such seal shall be kept in the custody of the Secretary or Bench Officer and shall be used
under hi s direction or control.
(3) Every order or communication made, notice issued or certified copy granted, by a Bebch shall be
stamped with the seal of the concerned Bench and shall be authenticated by the Secretary or the Bench
Officer, as the case may be.
11. Petitions, etc., to be in writing.-{ 1) Every affidavit, application, reference or petition ' shall l>!'
written, typewritten cyclostyled or printed, neatly and legibly, on .one side of the substantial paper of
foolscap size in double space and separate sheets shall be stitched together and every page shall be 'con-
secutively numbered. '
. (2) Numbers and dates specified in any affidavit, application, reference or petition shall be expressed
In figures as well as in words; and, where the date specified therein has not been stated a.ccording to the
Gregorian Calendar, the corresponding date according to the Gregorian Calendar also be specified.
12. Application, reference or petition to be divided into paragraphs.-Every application, reference
or petition shall be divided into separate paragraphs which shall be numbered serially and shall state
thereon the matter, and the name of the company, to which it relates,
13. General heading to be in Fonu No.1 in Annexure 11.-The heading in all proceedings,
whether original or interlocutory, and of advertisements and notices, shall be as in Form No. I in Annex-
'
14. Procedure for fIling petition.-{l) Subject to the provisions of regulations 35 and 37, a petition to
the Bench shall be prepared in Fonn No. I in Annexure D and presented by the petitioner in person Or
through authorised representative to the office of the Bench or be sent by registered post with acknowl-
edgment due addressed to the Secretary or Bench Officer of the Bench concerned, as the case may be.
6700 App.3
The Company Law Board Regulations, 1991-Regn. 14
13[(2) The petitioner shall serve a copy of the petition, reference or application on the respondent Or re-
spondents, as the case may be, and produce evidence of sueR service:]
Provided that where the number of respondents is more than five, the Secretary or Bench Officer may
pennit the petitioner to file extra copies of the petition at the time of issue of notice to the respondents.
(3) The petitioner shall serve a copy of the reference or petition other than a petition, . under sections
49.79. 80A. 14[111. IIIAl. 113.118.144. 163. 188, 196,219,225,284,304 and 307 of the Act. "[* * ' .
* *1, upon the concerned Registrar of Companies having jurisdiction over the company and sball attach to
and present with his petition, reference an acknowledgment from the office of the Registrar of Compa-
nies receiving a copy of the petition, reference, so served:
Provided that, in the case of a petition under section 17 by a company licensed under section 25 of the
Act, the copy of the petition shall also be served upon the Regional Director:
Provided further that, in case of a petition or complaint under sections 235, 237, 250, 397, 398,408
and 409 of the Act, a copy thereof shall also be served upon the Central Government.
(4) (a) Notwithstanding anything contained in sub-regulations (I) to (2), the Bench may permit more
than one person to join together and file a single petition if it is satisfied, having regard to the
cause of action and the nature of relief prayed for, that they have a common interest in the
matter.
(b) Such pennission shall be granted where the joining of the petitioners by a single petition is
specifically pennitted by the Act.
(5) Every petition, other than an application under l4[sub-section (9) of section s8A 16[or sub-section
(4) of section 117C] of the Act or under sub-section (2) of section 4sQA of the Reserve Bank of India
Act, 1934 (2 of 1934),1 shall be accompanied by an affidavit verifying the same and 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 sworn before the person specified in section 558 of the Act.
(6) Where the deponent is not personally known to the person before whom the affidavit under sub-
regulation (5) is sworn, he shall be identified by a person who is known to the person before whom the
affidavit is sworn.
(7) Every affidavit under sub-regulation (5) shall clearly and separately indicate the statements which
are true to the-
(a) knowledge of the deponent;
(b) information received by the deponent;
(c) belief of the deponent; and
(d) information based on legal advice.
(8) Where the stntement referred to in sub-regulation (7) is stated to be true to the information received
by the deponent, the affidavit shall also include the name and complete residential address of the person
from whom the information has been received hy the deponent and whether the deponent believes that
information to be true.
NOTES
Joint-petition.-'The maintainability of a joint petition has been questioned in view of regulation
14(4)(b) of the Company Law Board Regulations, 1991. This objection specifically relates to a joint
petition filed by 9 petitioners. According to regulation 14(4)(a), such joint petition can be pennitted if we
are satisfied having regard to the cause of action and nature of relief prayed for that they have a common
interest in the matter. In other words, if having regard to the nature of relief and the interest of tbe peti-
tioners in the matter, if we come to the conclusion that a joint petition is not pennissible, then such a joint
petition cannot lie. In the present case, it is quite clear that all the petitioners have a common interest and
the relief is also identical. It was argued on behalf of respondents that regulation 14(4)(b) contemplates
permitting joint petitions only when specifically pennitted by the Act. In our opinion, this is not the cor-
rect interpretation of regulation 14(4)(b). In our view, though regulatiOn I4(4)(a) gives us a general dis-
cretion to allow or disallow joint petitions, regulation 14(4)(b) fakes away thafdiscretion when the Act
specifically permits joint petitions. Thus the discretion is availa\>le in this case and keeping in view the
common cause of action and relief, we find that joint petition should be allowed." Shiv Dayal Aganllal v.
Sidhartha Polyester P. Ltd. , (1996) 2 Comp U 350 (CLB) at p. 362.
Where a company petition was dated in January 2003 and was accompanied by an affidavit allegedly
executed abroad in November 2002 before an Indian consulate, but the Affidavit was not certified prop"
13. Subs. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.
14. Subs. by CLB (Amendment) Regulations, 1997 vide GSR 433(E), dated 1-8-1997.
IS. Omitted by CLB (Amendment) Regulations, 1997 vide GSR 433(E), dated l-8-1997.
16. Ins. by Amendment Regulations, 2001, vide GSR 437(E), dt. 15-6-2001.
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erty it was held that the Lapses made in filing the Affidavit in Support were not merely procedural and
the affidavit did not meet the requirements of law. The petition was accordingly rejected Duroflex Ltd. In
Re (2006) 5 Comp LJ 140 (CLB) See also Smt. Anupamarani Satpal Sharma v. Anand Steel Works P
LJd., (2006) 134 Com Cases 285 : (2004) 50 SCL 465(CLB).
Even if the petition and affidavit in support are not strictly in accordance with this regulation and con-
tain defects relating to the capacity of some of the petitioners to maintain the petition, the petition can
still be heard after the defects are removed, if after excluding the petitioners who are disqualified, there
are on record sufficient persons entitled to maintain the petition. Technical objections cannot stand in the
way of justice. Ludhiana Colonizers (P) Ltd. v. H. P. Sharma, (2009) 151 Com Cases 314 (CLB).
Where a petition was presented by an advocate appointed under a special power of attorney, invalid
authentication by the notary of the power of attorney was held not to render the power non est and the
petition could not be dismissed on this ground. Surinder Singh Manchanda v. Satguru Investments Pvt.
LJd., (2010) 2 Comp LJ 811 (CLB).
15. Presentation and scrutiny of petition.-{ I) The office of the Bench shall endorse on every peti-
tion the date on which it is presented.
(2) U, on scrutiny, the petition is found to be in order, it shall be duly registered and given a serial
number.
(3) U the petition, on scrutiny, is found to be defective and the defect noticed is formal in nature, the
Secretary or Bench Officer may allow the party to rectify the same in his presence and if the said defect
is not formal in nature, the Secretary or Bench Officer may allow the petitioner such time to rectify the
defect as he may deem fit.
(4) Where the petitioner is aggrieved by the order made by the Secretary or Bench Officer under sub-
regulation (3), the matter shall be placed before the Bench for its order and it shall be competent for a
single member of the Bench to issue necessary direction which shall be deemed to be the direction of the
Bench.
16. Contents of petition.-Every petition, other than an application fLIed under regulation 37 shall set
forth the name of the company, with its status, date of incorporation, the address of its registered office,
authorised capital, paid-up capital with division of different classes of shares and terms of issue, if any, in
the case of preference main objects in brief, for which the company was formed, present business
activities of the company, and shall also set forth concisely under distinct heads the grounds for such
petition and the nature of relief(s) prayed for.
17. Contents of interlocutory application.-An application filed subsequent to the filing of the peti-
tion applying for any interim order or direction shall, as far as possible, be in Form No.2 in Annexure II
and shall be accompanied by an affidavit verifying the application in the. manner laid down in regulation 14:
Provided that it shall not be necessary to present a separate application to seek an interim relief or di-
rection, except for condonation of delay in filing the petition, if, in the original petition, the same is
prayed for.
NOTES
In a petition for relief against oppression and mismanagement against the directors, one of the direc-
tors applied for transposition of his name as petitioner. The CLB rejected this application. Thereafter, the
petitioners fLIed a memo in the CLB and CLB deleted the name of that director from the array of parties.
In appeal, the High Court held that CLB erred in entertaining the memo. The aggrieved party should have
filed an application under this Regulation for an interim order or direction. The procedure is mandatory in
nature. The High Court allowed the appeals, holding that the concerned director was a necessary party .
and that he could not have been deleted from the array of parties. S. v. G. Vijayalakshmi
alias Brindha, (2010) 153 Com Cases 28 (Mad); Kothari Industrial Corporation Ltd. v. Kotak Mahindra
Bank Ltd., (2009) 151 Com Cases 44 : (2009) 5 MLJ 881 : (2010) 97 SCL 119 (Mad), applied.
18. Documents to accompany the petition.-{I) A 'petition shall be accompanied by documents as
prescribed in Annexure ill and shall be accompanied by an Index of Documents.
(2) Documents referred to in sub-regulation (I) may be attested by the 17[party or the authorised repre-
sentative or the advocate] and the documents shall be marked serially as Annexures AI, A2, A3 and so on.
(3) Where tbe petition is filed by the authorised memorandum of appeMance shall be
appended to the petition 18[as in Form No.5 in Annexure II]: .
Provided that where the petition is filed by an advocate, it shall be accompanied by .a duly executed
Vakalatnama. .
17. Subs. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.
18. Ins. by CLl! (Amendment) Regulation, 1992 vide GSR 492(E), dated 14-5-1992.
6702 App.3
The Company Law Board Regulations, 1991-Regn. 19
NOTES
Copy of advertisement need not be attached.-There is no stipulation in CLB Regulations, 1991 on
this point and therefore there is no necessity of enclosing a copy of the newspaper advertisement with the
application for condonation of delay in filing memorandum of charges in prescribed Form No. 17. Engi-
neering Syslems Ltd. , Re. (1992) 2 Comp U 32 (CLB) . .
Regulation directory, not mandatory.--S. 399(3) read with thi s regulation does not !llake it manda_
tory that the consent in writing for filing a petition should be annexed to the petition. The requirement at
Sr. No. 27 in Annexure ill to these regulations is not mandatory and, in view of the fact that this Regula_
tion is subject to the powers of LB under Regulations 44 and 48. Thus an omission to annex the written
permission will not result in dismissal of the Petition. J.P. Srivastava & Sons. Pvt. Ltd. v. Gwalior Sugar
Co. Ltd . (2004) 122 Com Cases 696: (2005) 1 SCC 172 : AIR 2005 SC 83.
The Supreme Court Judgment was followed in Kerala Chamber of Commerce and Industry v. Metalex
Agencies, (2008) 144 Comp Cases 624 (CLB), where it was held that 35 sheets of paper with signatures
on them where the first sheet made no reference to subsequent sheets could not be said to be valid concert
in writing, since there was nothing to show that the signatories had read or understood the contents of the
Company Petition. Mere signatures on blank sheets of paper could not be said to be consent in writing as
the papers did not indicate the purpose for which the signatures had been obtained. The Petition was held
to be not maintainable since the requirements of section 399 regarding maintainability had not been ful-
filled.
19. Rights of a party to appear before the Bench.-(I) Every party may appear before a Bench in
person or through an authorised representati ve.
19[(2) A party may, in writing. authorise an Advocate or a Secretary-in-whole-time practice or a prac-
tising Chartered Accountant or practising Cost and Works Accountant, to function as a representative of
such party. A company may appoint and authorise its Director or Company Secretary to appear. in i t ~
I' behalf, in any proceeding before the Bench. The Central Government, the Regional Director or the Reg-
istrar may authorise an officer to appear in its behalf.]
20. Plural remedies.-A petition shall be based upon a single cause of action and may seek one or
more reliefs provided that they are consequential to one another.
NOTES
A petition which contains allegations in respect of various grievahces cannot be rejected on the ground
that it is filed in violation of thi s regulation. otherwise it would lead to a multiplicity of litigation in re-
spect of the affairs of the same company and result in huge expenses being incurred. which cannot be the
purpose of this regulation. AJlegations of' appression and mismanagement should be construed as arising
out of a single cause of action. K. Ramasundari v. Rajawoods (India) P. Ltd., (2009) 150 Com Cases 605
(CLB) .
21. Service of notice and process issued by the Bench.-( I) Any notice or process to be issued by
the Bench may be served by any of the following modes directed by the Bench:
(i) service by the party itself;
(ii) by hand delivery (dasti) through a messenger of the Office of the Bench;
(iii) under Certificate of Posting;
(iv) by registered post with acknowledgment due if so required by an order of the Bench;
(,.) where the Central Government is a party, through the Secretary of the concerned Ministry or
Department or through Branch Secretariat of the Ministry of La w or through Standing Counsel
of the Central Government;
(vi) where the State Government is a party, through the Chief Secretary or the Standing Counsel of
the State Government.
(2) Where a notice is required to be served on a company, it shall be served in the manner specified in
section 51 or, in the case of a foreign company, in the manner specified in section 596, and may also be
served in such other manner as the Secretary or the Bench Officer may direct
(3) Save as otherwise provided in sub-regulation (2), 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, acknowledgment due, addressed to the last-known address of such person.
(4) Where a notice is served by registered post, the Secretary or Bench Officer may, if the acknowl-
edgment is not received. determine the question as to the sufficiency cif the service of the notice. .
(5) Where the notice sent by registered post is returned by the post office with the remark "refused".
the notice may be presumed to have been duly served.
19. Subs. by CLB (Amendment) Regulations. 1992 vide GSR 492(E). dated 14-5-1992.
1. 19
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The Company Law Board Regulations, 1991-Regn. 26
App.3 6703
(6) Every notice, of the petition or reference issued by the Bench shall, unless otherwise ordered, be
accompanied by a copy of the petition or reference, as the case may be,
(7) Notwithstanding anything contained in subregulations (I) to (6), where, for any reason whatso
ever it is not reasonably practicable to serve notice of petitIOn on all the respondents, the notice may be
by public advertisement, as the Bench may in each case ilirect, 20[* * * *J.
(8) The Bench shall, in such cases, determine who shall bear the cost of the public advertisement.
22. Filing of reply and other documents by the resjlondents.-{ I) Each respondent intending to
contest the petition shall file, in triplicate, the reply to the petition and the documents relied upon with the
office of the Bench within such period as may be fixed by the Bench but not exceeding fifteen days of
service of petition upon him.
(2) In the reply filed under sub-regulation (I), the respondent shall specifically admit, deny or explrun
the facts stated by the petitioner in his petition and may also state such additional facts as may be found
necessary for the just decision of the case. The reply so filed shall be signed and verified in the manner as
provided in regulation 14.
(3) The documents referred to in sub-regulation (I) shall also be filed along with the reply and the
same shall be marked as Annexures R I , R2, R3 and so on.
(4) The respondents shall also serve acopy of the along. with the document memion.ed in sub
regulation (I) duly attested to be true copIes on the petItioner or hIS authonsed representalIve, If any, and
file proof of such service with the Office of the Bench.
(5) The Bench may, if so satisfied, allow filing of the reply after the expiry of the prescribed period, on
sufficient cause being shown.
23. Filing of counter-reply by the petitioner.-Where the respondent states such additional facts as
lDay be necessary for the just decision of the case under sub-regulation (2) of regulation 22, the Bench
lDay allow the petitioner to file a counter-reply to the reply med by the respondent. The procedure laid
down in regulation 22 shall apply, mutatis mlltandis, to the filing of such counter-reply.
24. Power of the Bench to call for further informationlevidence.-The Bench may, before passing
orders on the petition, require the parties or anyone or more of them, to produce such further documen-
tary or other evidence as the Bench may consider necessary-
(a) for the purpose of satisfying itself as to the truth of the allegations made in the petition; or
(b) for ascertaining any information which, in the opinion of the Bench, is necessary for the pur-
pose of enabling it to pass orders on U,e petition.
25. Hearing of petition.-The Bench may. if sufficient cause is shown at any stage of the proceeding,
grant time to the parties or any of them and adjourn the hearing of the petition or the application. The
Bench may make such order as it thinks fit with respect to the costs occasioned by such adjournments.
26. Procedure to be followed where any party does not appear.--{I) Where, on the date fixed for
hearing of the petition or any application or on any other date to which such hearing may be adjourned,
the petitioner or the applicant as the case may be, does not appear when the petition or the application is
called for hearing, the Bench may, in its discretion, either disntiss the petition or the application for de-
fault or hear and decide the same ex parte,
(2) Where a petition or application has been dismissed for default and the petitioner or the applicant fIles
an application within thirty days from the date of disntissal and satisfies the Bench that there was sufficient
cause for his non-appearance when the petition or the application was called for hearing, the Bench may
pass an order setting aside the order dismissing the petition or the application and restore the same:
Provided, however, where the case was disposed of on merit, the decision shall not be recalled. .
(3) Where, on the date fixed for hearing or any other date to which such hearing may be adjourned, the
petitioner appears but Ule respondent does not appear when the petition is called for hearing, the Bench,
may, in its discretion, adjourn the hearing or hear and decide the petition ex parte.
(4) Where the petition has been heard ex parte against the respondent or respondents, such respondent
or respondents may apply to the Bench within thirty days for an order to set aside and if. the respondent
and respondents satisfy the Bench that the notice was not duly senred on him or tl\em or that he or they
were prevented by any sufficient cause from appearing when the petition was called for hearing, the
Bench may make an order setting aside the ex parre order against him or t)1em on such terms as it thinks
fit and shall appoint a date for proceeding with the petition:
Provided that where the ex parte order is of such nature that it cannot be set aside as against one re-
spondent only, it may be set aside as against all or any of the oU,er respondents also:
Provided further that in cases covered by sub-regulation (7) of regulation 21, the Bench shall not set
aside the ex parte order merely on the ground that a shareholder or a creditor did not have Ule notice of
the petition.
20. Omitted by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.
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6704 App.3 The Company Law Board Regulations, 1991- Regn. 27
NOTES
Specific provision excludes use of inherent power.-Where there is a specific provision, for exam_
ple, Reg. 26, which lays down the procedure to be followed where one party does not appear, the omni_
bus clause, like Reg. 44, conferring inherent power, becomes excluded. Ashoka Bete/nut Co. P. Ltd. v.
M.e. Sathyavathi, (2003) 48 SCL413 (Mad).
The share certificate of a deceased shareholder was not av.ailable. The CLB directed issue of adver_
tisement and, after production before it of the will of the deceased, directed the company to effect trans-
mission of the shares to the name of the Respondent. The High court upheld this order. Mukkadan Ma-
rine Exports P. Ltd. v. Thomas Chacko, (2009) 150 Com Cases 638: (2010) 97 SCL 321 (Kam).
27. Review.-
21
[* * * * *J
NOTES
Judicial review of CLB decisions.-A person affected by and aggrieved of a decision of the CLB
may seek review even if he was not a party to the original reference arising out of the matter of the re-
fusal by a Ihted company to register a transfer. Seventy three per cent. shareholding of the listed com-
pany in this case was held by public financial institutions and nationlised banks. A group of companies
purchased 5% of the company's equity from financial institutions and applied for transfer. The company
refused to accept the transfer and referred the matter to the CLB for approval. The CLB directed the reg-
istration of the transfer but placed restriction on the financial institutions in disposing of their shares.
These institutions sought a review of the order. There was some delay in ftIing the review petition. The
CLB exercising its power to enlarge time condoned the delay and accepted the petition. The review peti-
tion was held to be maintainable because tbe financial institutions were an aggrieved party thougb they
were not a party to the original reference. They were heard through their nominee directors on the com-
pany's Board of directions and, therefore, there was no denial of natural justice to them. The Central
Government issued guidelines to the institutions in the matter of disposing of more than 10% of their
holding in a company. For any other kind of disposal the CLB modified its order and allowed certain
percentages to be transferred in small bits through approved brokers. Industrial Development Bank of
India v. Dunlop Investments P. Ltd., (1992) 74 Com Cases 64 (CLB) : (1992) I Com U 67 : (l992) 7
CLA 19. The power of review was withdrawn (w.e.f. 14-5-1992) and CLB is no longer vested with the
power of reviewing its own orders. SeeAKG Acoustics (India), Ltd., Re, (1996) 3 Comp U 355: (1996)
10 SCL 334 (CLB). See also Nukala Nageshwara Rao v. Bharat Circuits P. Ltd., (2010) 154 Com Cases
26 (CLB).
28. Substitution of legal representative.-( I) In the case of death of any party during the pendency
of the proceedings before the Bench, the legal representatives of the deceased party may apply within
thirty days of the date of such death for being brought on record as necessary parties.
(2) Where no application is received within the period specified in sub-regulation (I), the proceedings
against the deceased party shall abate:
Provided that, on good and sufficient reasons, the Bench, on application, may set aside the order of
abatement and substitute the legal representatives.
NOTES
Substitution, condonation of delay.-Regulation 28 of the CLB Regulations 1991, prescribes that
the legal representatives of a deceased party may apply within 30 days of the death for being brought on
record. The regulation also provides that if no application is received within 30 days, the regulation by
means of a proviso also permits the Company Law Board to even set aside the order of abatement, and
allow substitution. In the present case, due to religious rites, the legal representatives of one of the joint
petitioners could not keep up the time schedule. Having regard to regulation 48, the Company Law Board
has discretion to ensure compliance with the regulations. On the facts, keeping in view the reasons ad-
duced and the delay being of only a couple of months, the Company Law Board considered it appropriate
to permit substitution of the legal representatives, the Objection being purely technical. Shiv Dayal Agar-
wal v. Sidhartha Poly&ter P. Ltd., (1996) 2 Comp U .350 at p. 362: (1997) 88 Com Cases 705: (1996)
21 CLA 44 (CLB). .
29. Order of tbe Bench.-(I) Every order of the Bench shall be in writing, and shail be signed by the
member or members constituting the Bench which pronounces the order.
22[(2) In case of difference of opinion among the members of the Bench, the 'Opinion of the majority
shall prevail and the opinion or orders of the Bench shall be expressed in' terms of the views of the ma-
jority:
21. Regulation 27 omitted by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.
22. Sub-regulation (2) inserted and existing sub-regulations (2) to (6) renumbered as (3) to (7) by CLB (Amendment)
RegUlations, 1992 vide GSR 492(E), dated 14-5-1992.
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Provided that where a matter is heard by a Bench consisting to an even number of Members and such
embers are divided equally in their opinion, it shall be placed before the Chairman who may himself
:al with the matter or nominate any other Member to deal with the same.]
(3) Any order of the Bench deemed fit for publication in any journal, authoritative report or the Press
ay be released for such publication on such terms and conditions as the Board may specify by general
: special order. .
(4) A copy of every interim order granting or refusing or modifying interim relief and final order
ass
ed
on any petition or reference shall be communicated to the petitioner or the applicant and to the
fespondents and other parties concerned free of cost: . . .
Provided that in the case of an order under sectIOn 17 confirmmg change of regIstered office, two
copies of the order shall be supplied to the petitioner company free of cost.
(5) If the petitioner or the applicant or the respondent to any proceeding requires a copy of any docu-
ment or proceeding, the same shall be supphed to hun on such terms and conditions and on payment of
such fee as may be fixed by the Bench by general or special order.
(6) The Bench may make such order ?r give such direction as may be necessary or expedient to give
effect to its orders or to prevent abuse of liS process or to secure the ends of Justice.
(7) It shall be lawful for a Bench to fix, and award, costs to any of the parties before it where it is of
opinion that the award of such costs is necessary.
NOTES
Compromise orders - Order xxm, Rule 3 of CPC inapplicable.-If the CLB, based on the pro-
posals of the counsels for the parties, passes a compromise order alJowing purchase of shares at par of
one of the parties by the other party to the proceeding, it is not open to the parties to tum around and
refuse to comply with the order on the ground that it is not drawn in accordance with the provisions of
Order xxm, Rule 3 of the Code of Civil Procedure, 1908. According to the Court, only the principles of
this provision would apply to a compromise order passed by the Board and not its hyper-technicalities.
The Court saw through the device of the parties and found that this order was obtained from the CLB
solely for avoiding the appointment of inspectors to investigate the company's affairs under section 235
of the Act. The Court strongly deprecated the conduct of the parties. Kuki Leather Private Ltd v. T.N.K.
Govindaraju Chettiar & Co., (2002) 49 CLA 124: (2002) 110 Com.Cases 474: (2002) 39 SCL I (Mad).
Execution of the orders of the CLB.-Section 634 of the Act provides for execution of the orders of
the Board as if it were a decree passed by the civil Court. If CLB is unable to execute its order, it can
send the order for execution to a Civil Court within whose jurisdiction the registered office of the com-
pany is situated. In a case where the company company had failed to comply with the order under sec-
tion 58A directing return of deposits made by the petitioner, CLB relied on section 634A to direct the
company to refund 30% of the deposit amount within thirty days, failing which the petitioner was at
liberty to move the civil Court for execution. Edpugallti Papanaiah v. Nagarjuna Finance Ltd., (2002) 47
CLA 20 (CLB-SB) .
An order passed by the principal bench must be executed only by that bench and cannot be executed
by any other bench. Ravindra Singh Ahluvalia v. Mrs. Sandeep Kaur Ahluvalia, (2010) 154 Com Cases
228 : (2010) 2 Born CR 79 (Born).
30. Inspection of records and supply of certified copies.--(I) Records of every pending proceedings
will be open, as of right, to the inspection of the parties or their authorised representatives, on making an
application in writing and on payment of a fee of Rs. 10 per day.
(2) Subject to the provisions of sub-regulation (4) of Regulation 29, a person who is not a party to the
proceedings, may after the final orders are passed, for sufficient reasons shown to the satisfaction of the
Bench, obtain copies of the petitions, replies and counter-replies on payment of such fee," as may be .
fixed by the Bench by general or special order.
(3) A person, who is not a party to the proceedings, may also obtain, as of righ1.at any time after the
final orders are passed by the Bench, copies of the orders, on payment of such fee, as may be fixed by
the Bench by general or special order. .
(4) A person, who is not a party to the proceedings, has, however, no right to inspect the records of the
proceedings or to obtain copies of the Exhibits put in evidence; except with the consent of the person by
whom they were produced or under the orders of the Bench. .
31. Powers and functions of the Secretary.--( I) The Secretary shall be the principal o f f i c ~ r of the
Board and shall exercise his powers and perform hi s duties underthe control of the Chairman.
23. The ree payable in temls of Regulations 29(4) and 30(2)/(3) of the Company Law Board Regulations, 1991, shall
be Rs. 5 per page of any document, proceedings or order. Issued by the Company Law Board vide order under
file No. I11O/88-CLJCLB AdmnJ90, dated 4-6-1991.
24. Sub-regulation (2) inserted and existing sub-regulations (2) 10 (6) renumbered as (3) to (7) by CLB (Amendmenl)
Regulations, 1992 vide GSR 492(E), dated 14-5-1992.
, ,.
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,
6706 App.3 The Company Law Board Regulations, 1991-Regn. 32
(2) The Board, in discharge of its functions under the Act, may take such assistance from the Secre.
tary, as it may deem fit, and the Secretary, shall be bound to assist the Board.
(3) In particular and without prejudice to the generality of the provisions of this rule, the Secretary
shall have the following powers and perform the following duties, namely.- .
(a) The Secretary shall have the custody of the records of the Principal Bench.
(b) The Secretary shall receive all petitions, applications or references pertaining to the Principal
Bench. "
(e) The Secretary shall assist the Principal Bench in the proceedings relating to the powers exer.
cised by the Principal Bench.
(d) The Secretary shall have the power to call for information/records and to inspect or cause to be
inspected the records of otha Benches.
(e) The Secretary shall authenticate the orders passed by the Principal Bench.
if) The Secretary shall ensure compliance of tile orders passed by the Principal Bench and other
Benches.
(g) The official seal of the Board shall be in the custody and control of the Secretary.
(h) The Secretary shall have the right to collect from the Central Government or other offices,
companies and finns, or any other persons such information as may be considered useful for
the purpose of efficient discharge of the functions of the Board under the Act and place the
said infonnation before the Board.
32. Powers and duties of the Bench Officer.--{I) In addition to the powers conferred elsewhere in
these RegUlations, the Bench Officer shall have the following powers and duties subject to any general Or
special order of the Bench concerned, narnely.-
(i) to receive all petitions or applications and other documents including transferred applications;
(ii) to decide all questions arising out of the scrutiny of the petitions and applications before they
are registered;
(iii) to require any petition or application presented to the Bench to be amended in accordance with
the Act and the regulations;
(iv) subject to the direction of the Bench, to fix the date of first hearing of the petitions or applica-
tions or other proceedings and issue notices thereof;
(v) to direct any fonnal amendment of records;
(vi) to order grant uf copies of documents to parties to the proceedings;
(vii) to grant leave to inspect the records of the Bench;
" [(viii) to dispose of matters relating to service of notices.]
(ix) to receive applications within thirty days from the date of death for substitution of authorised
representatives of the deceased parties during the pendency of the petition or application;
(x) to receive and dispose of applications for substitution, except where the substitution would
involve setting aside an order of abatement;
(xi) to receive and dispose of applications by parties for return of documents.
" [(2) An appeal against any decision by a Bench Officer under clauses (ii), ( iii), (v) and (vii) shall be
made to the Bench by the aggrieved party within fifteen days from the date such decision is communi-
cated to him.]
33. Registers of petitions and applications.--{I) There shall be kept in the office of the Bench two
separate registers, one for the petitions and the other for the applications filed before the Bench.
(2) In every register, referred to in sub-regulation (I), there shall be entered the following particulars,
namely,-
(a) the serial number of the petition or 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 petition or application;
(e) the name of the company to which the matter relates;
(d) the name and address of the petitioner or applicant;
(e) the names and addresses of the other parties to the petition or application and the names and
addresses of the authorised representatives of the parties, if any;
if) the provision of law under which the petition or application is made;
(g) the nature of the reliefs which have been sought;
(h) the date of disposal of the petition or application;
(i) the nature of the order made by the Bench; . '
(j) the date when the formal order is drawn up and communicated to the parties;
(k) 25 [remarks] , if any.
25. Subs. by CLB (Amendment) Regulations, 1992, vide GSR 492(E), dated 14-5-1992.
32
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The Company Law Board Regulations, 1991-Regn. 36 App.3 6707
(3) Separate registers shall be opened for each year and each register of petitions shall be preserved
permanently and each register of application shall be preserved for a period of eight years.
34. Fees.-{l) In respect of the several matters mentioned in Annexure III, there shall be paid fees for
every petition as prescribed:
that no fee shall be payable or shall be liable to be collected on a petition filed or reference
made by the Registrar of Companies, Regional Director or by any officer on behalf of the <;:entral Gov-
ernment:
Provided further that no fee shall be payable or shall be liable to be collected in respect of any matter
in respect of which proceedings are initiated by the Board on its own motion.
(2) Fee as prescribed shall be levied and collected on every interlocutory application:
Provided that no fee shall be payable or shall be liable to be collected on an application filed by the
Registrar of Companies, Regional Director or by any officer on behalf of the Central Government.
26[(3) In respect of a petition or application filed before the Principal Bench or other Regional
Benches, fees payable under these regulations shall be paid by means of a bank draft or bankers cheque
drawn in favour of Pay and Accounts Officer, Ministry of Corporate Affairs, New Delhi or Kolkata or
Mumbai or Chennai, as the case may be.]
CHAPTER III
SPECIAL PROVISIONS RELA TING TO CERTAIN SPECIFIC MA TIERS
35. Reference to Company Law Board.-Any reference to the Board by the Registrar of Companies
under section 621A of the Act or any reference to the Board by the Central Government under sections
250,269, 388-B and 408 of the Act or any reference by a company under clause (e) of sub-section (4) of
section 22A of the Securities Act shall be made by way of an application in Form No.3, and shall be
accompanied by documents mentioned in Annexure m.
36. Petition under section 17.-(1) The company shall, not less than one month before filing any pe-
tition under sub-section (2) of section 17,-
27[(i) publish a general notice, at least once, in the district in a daily newspaper published in English
and in the principal language of that district in which the registered office of the company is
situated, and circulating in that district clearly indicating the substance of the petition and
stating that any person whose interest is likely to be affected by the proposed alteration of the
Memorandum may intimate to the Bench Officer within twenty-one days of the date of publi-
cation of that notice, the nature of interest and grounds of opposition; and]
(ii) serve, by certificate of posting, individual notice(s) to the effect set out in clause (i) above all
each debenture-holder and creditor of the company, unless otherwise required by the Bench to
be sent by registered post.
.. (l!) Where the petition seeks to change the registered office of the petitioner-company from one State
to another, a notice together with the copy of the petition shall also be served by registered post on the
Chief Secretary to the Government of the State in which the registered office of the petitioner-company is
situate, or, where the registered office of the company is situated in a Union Territory, to the Adminis-
tratorlLt. Governor of the Union Territory.
(3) Any person intending to oppose the petition shall within twenty-one days from the date of service
or publication of the notice, as the case may be, deliver, or cause to be delivered, or send by registered
post, the objections supported by an affidavit, in original, to the Bench Officer and shall serve a copy of
the objections on the petitioner-company at its registered office.
(4) If default is made in complying with any provision of sub-regulation (3), the person concerned
shall be deemed to have consented to the altcration proposed in the petition:
Provided that the Bench, may, if it thinks fit, even after the final hearing, permit any person to file ob-
jections after giving notice to the petitioner-company. . .
The petitioner-company shall prove the despatch, publication and service of notice(s) by an affida-
VIt and such affidavit shall be enclosed with the petition.
(6) A petition under section 17 shall invariably contain infonnation relating to the number of creditors
and the total amount due to them up to the latest 'practicable date preceding the date of filing or-the' pen-
26. Subs. by Amendment Regulations, 2008. vide GSR 1 85(EJ. dated 17-3-2oo8,w.e.f 1-4-2008, for the following:
(3) In respect of a petition or application filed before the Principal Bench or the Northern, Eastern, Southern
Additional Principal Bench and Western Regional Benches of the Board. fees payable under these regulations
shall be paid by means of a bank draft drawn in favour of the Pay and Accounts Officer, Department of Company
Affairs, New DelhifCalcunalMadras/Bombay. as the case may be.
27. SUbs. by Amendment Regulations, 1992, vide GSR 492(E). dated 14-5-1992.
, I
'.
6708 App.3
The Company Law Board Regulations, 1991-Regn. 36
tion and, in any case, the date to which the list referred to in sub-regulation (8) is made up, shall not pre-
cede the date of filing the petition by more than two months. A list of creditors and debenture-holders
shall also be filed along
(7) The Secretary of the petitioner-company, if any, and not less than two directors of the company
one of whom shall be a managing director, where there is one, shall file an affidavit to the effect that they
have made a full enquiry into the affairs of the company and, having done so, have formed the opinion
that the list referred to in sub-regulation (8) is correct, that the estimated value as given in the list the
debts or claims payable on a contingency or not ascertained are proper estimates of the values of such
debts and claims included in the list are borne out by the books and records of the company and that there
are no other debts of, or claims against, the company to their knowledge.
(8) Duly authenticated copy of the list of creditors and debenture-holders showing their names, ad-
dresses and the amounts due to each of them shall be kept at the registered office of the company and any
person desirous of inspecting the same may, at any time, during the ordinary hours of business, inspect
and take extracts from the same on payment of rupees ten to the company.
28[(9) where no objection has been received from any of the parties, who have been duly served, the
Bench Officer may put up the petition for orders without hearing.]
(10) 29[* * * * *]
NOTES
A sclleme for the rehabilitation of a sick industrial company prepared and approved by the BIFR in-
volved inter-state shifting of the company's registered office. The scheme made provisions for settlement
of the dues of creditors_ It was held that in a petition for confirmation of the resolution for shifting the
office, the CLB could not ask for payment of any dues to any creditor since the BIFR scheme was bind-
ing upon everyone concerned. Metal Box India Ltd. Re, (2000) 37 CLA 15 : 2000 CLC 988 : (2000) 2
Camp U 390: (2000) 24 SCL 144: (2001) 105 Com cases 939 (CLB-EB).
Creditor's objection
Before the Amendment Act of 1996, a company could alter its objects only with the approval of the
Company Law Board. The Company Law Board has to take care of the creditors' objections also, if any.
In a matter of this kind before the Company Law Board in Symphony Comfort Systems Ltd., Re, (1998)
91 Com Cases 404: (1997) 13 SCL 99: (1997) 3 Camp U 331 (CLB-Mum) the Board had to consider a
creditor's objection. The company had disputed his claim and had a counter-claim against him for which
a civil suit was pending. The Board observed that it had no jurisdiction to adjudicate upon the creditor's
claim. The objection was brushed aside.
The case of Pondicherry Textiles Corpn. v. K.K. Ramanujam, (1998) 91 Com Cases 441 : (1996) 4
Camp U 260 : (1997) 26 CLA 357 (CLB-Mad) highlights ihe necessity of adopting a business-like ap-
proach in examining whether the newly adopted objects are capable of presenting a convenient and ad-
vantageous combination with the existing objects. This aspect will remain important despite the fact that
approval of the Company Law Board is no longer necessary and the matter is wholly a part of the do-
mestic jurisdiction. Any shareholder can challenge on the ground that there is violation of s. 17 because
uncombinable objects are being herded together. Such challenge cannot be presented by a person who is
not a member of the company.
Exemption from publication.-The applicant company was pot exempting from publishing general
notice in newspapers. The expression "any person" in Regulation 36(1) has been held to be very generaJ
and is applicable not only to creditors or debenture-holders but to every person whose interests may be
affected. The company originally filed the list of only 4 creditors but subsequently supplemented it by
filing the list of 16 more creditors. The fact of no-objection by any of the 4 creditors became irrelevant.
The balance-sheet showed that the provision had been made for statutory and other current liabilities.
Permission to waive publication of notice was declined. Classic Welding Products P. Ltd. , 2003 CLC
l271 : (2003) 117 Com Cases 94 : (2003) 54 CLA 141 : (2003) 44 SCL 184.
Shifting of registered office - no adjudication of disputes.-While con.idering an applicatiOn under
section 17 for transfer of registered office, the Board wilrbe guided by the wisdom of the- shareholders in .
deciding that their interests are best served by the proposed transfer. The Board will not or
superimpose its wisdom on the shareholders. If the prescribed procedural framework of section 17 and
this regulation have been complied it will be appropriate to assume that the interests of the concerned
parties are taken care of. In tJ-Js case, where the State of Assam objected to the application on the ground
that the company owed it sales tax and that the proposed transfer would result in the loss of employment
in the State, the Board declined to adjudicate such issues in these proceedings. In Re: SPML India Ltd,
(2001) 104 Com Cases 486: (2000) 27 SCL 115: (2000) 2 Camp U 177 (CLB-EB).
28. Subs. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.
29. Omitted by ibid.
: pre-
'ldelS
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The Company Law Board Regulations, 1991-Regn. 44 App.3 6709
See J.L Morrison (India) Ltd., Re., (1999) 32 CLA 154 (CLB) noted under s. 17 under the heading
"objection by employees", directions for taking care of the interest of employees. S.P.M.L India Ltd., Re,
(2000) 4 Comp U 177 (CLB), to the effect that the State Governments cannot object. See under notes on
s. 17 under the heading "Change of place of registered office".
30[37. Application for deposit "[and debenture].-Applications under sub-section (9) o( section 58A
31[or under sub-section (4) of section 117C] of the Act or 45QA of the Reserve Bank of India Act, IY34 (2 of
1934), shall be in Form No.4 in Annexure-II and shall be submitted in duplicate]:
38. Petition under section 397 or 39S.-A petition under section 397 or 398 shall not be withdrawn without
leave of the Board, and where the petition has been presented by a member or members authorised by the Cen-
tral Goverrunent under sub-section (4) of section 399, notice of the application for leave to withdraw shall be
given to the Central Govemment.
NOTES
Although the first part of this regulation provides that a petition shall not be withdrawn without the
leave of the Board, there is no explicit provision that the petition cannot be withdrawn "without being an
application" Pranwd Jaill v. Golden Tobacco Ltd. , (2010) 157 Com Cases I (CLB). (Presumably, the
learned member meant "written application" ed).
Where allegations in the petition are such that, if established, the company's affairs would seem to be
conducted against public interest, the Company Law Board may not permit withdrawal of the petition.
However, lack of confidence among shareholders or oppression of shareholders is not compelHng reason
for not allowing withdrawal. The petitioners were allowed to withdraw but on payment of costs. V. Sun-
darajan v, R.R. Spinning Mills Ltd. , (1999) 98 Com Cases 105 : (1998) 3 Comp U 137: (1998) 30 CLA
35: (1998) 16 SCL 639 (CLB-SB). The CLB also added that a consent order for transfer of shares be-
tween some groups of shareholders becomes final only when all terms including the price per share,
terms of payment etc., have been specifically incorporated in the order.
39. Petition under section 407.-A petition under clause (b) of sub-section (I) of section 407 for leave to
any of the persons mentioned therein as to be appointed or to act as the managing or other director or manager
of the company, shall state whether notice of the intention to apply for such leave has been given to the Central
Government and shall be accompanied by a copy of such notice.
40. Reference under section 621A.--{ I) Every application for compounding of an offence shall be made by
a company " [or its officers in default] to the Registrar specifying clearly the nature of offence, the date or pe-
riod during which the offence was committed or continued, the name and address of officers of the company
who have committed the offence and the prayer made.
(2) The Registrar shall forward the application made by the company, together with his comments thereon, to
!be Board or the Regional Director, as the case may be, within 30 days from the date of receipt of the application.
(3) Every Regional Director shall exercise the powers to compound an offence, subject to any general or spe-
cial order of the Board.
33[41. Petition under section 2A of the Monopolies Act.-Provisions of these regulations shall apply mu-
tatis-mutandis to the petition made under section 2A of the Monopolies Act.]
42. Reference onder section 22A of the Securities Act.-
34
[* * * *]
31 [42A_ Intimation or petition under section 5SAA or 117B.-An intimation under sub-section (I)
of section 58AA or a petition under sub-section (4) of section 117B of the Act, shall be filed in Form No.
I in Annexure II.].
CHAPTER IV
MISCELLANEOUS
43. Enlargement of time.-Where any period is fixed by or under these regulations or granted by a
Bench, for the doing of any act, or filing of any documents or representation, the Bench may, in its dis-
cretion, from time to time, enlarge such period, even though the period fixed by or under these regula-
tions or granted by the Bench may have expired.
NOTES
The CLB enlarged the time schedule for repayment of deposits ordered earlier. Pure Drinks (New
Delhi) Ltd., (1991) 3 Comp U 307: (1995) 2 Comp LJ 232: (1995) 4 SCL 7 (CLB).
44, Saving of inherent power of the Bench.-Nothing in these rules shall be deemed to funit or oth-
erwise affect the inherent power of the Bench to make such orders as may be necessary for the ends of
justice or to prevent abuse of the process of the Bench. ,
30. Subs. by CLB (Amendment) Regulations, 1997 vide GSR 433(E), dated 1-8-1997.
31. Ins. by Amendment Regulations, 2001, vide GSR 437(E), dt. 15-6-2001 .
32. Ins. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.
33. Subs. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.
34. Omitted by CLB (Amendment) Regulations, 1997 vide GSR 433(E), dated 1-8-1997.
6710 App.3 The Company Law Board Regulations, J991-Regn. 44
NOTES
Scope of inherent power.- The Company Law Board cannot use the inherent power to extend, with.
out giving reasons, the time granted by the High Court for a specitic purpose, nor can it pass orders with.
out jurisdiction or in utter disregard of the orders passed by the Supreme Court or the High Court. Shree
Ram Urban Infrastructure Ltd. v. R. K. Dhall (No.2), (2010) 153 Com Case!; 150 (Born).
Rights of shareholders cannot be defeated by mere tcchnicalities . ..,-A petition under' Sections III
397 and 398 was filed jointly by two shareholders. Ohjections were raised to the locus standi of the 2nd
petitioner to maintain the petition and the applicants who raised the objection prayed for dismissal of the
petition so far as it concerned the 2nd petitioner. The 2nd petitioner had made serious allegations in rela-
tion to the affairs of the company. Dismissing the application, on CLB held that the petition was main-
tainable at the instance of the I st petitioner alone and that irrespecti ve of the locus of the 2nd petitioner
the allegations raised by him were prejudicial in nature and would have to be remedied in the interests of
the company. The substantive rights of a shareholder could not be defeated by mere technicalities and the
2nd Petitioner was entitled to continue. B. V. Satyanarayanan v. Vivek Kllikami, (2009) 150 Com Cases
216 (CLB).
An Objection to the maintainability of the petition should be allowed at the preliminary stage only
when it is absolutely clear that the petition is not maintainable. Such an application was rejected where
the correct position regarding qualification to ftle the position required a hearing on merits and the peti-
tion contained allegations of oppression on account of reduction of capital. Desh Cam Technological
Resollrces(P) Ltd. , v. Rajendra Keshwani, (2010)1 Comp LJ 142 (CLB): (2009) 150 Com Cases 123
Saving of inherent powers.-No power to decide questions as to directorship.-The Company
Law Board has no authority under section 45QA of RB Act to go into the question whether a director
ceased to be a director or not so as to comply with any order passed under this section. Such an issue
could not be adjudicated in section 45QA proceedings. Nor could the inherent power vested in the Com-
pany Law Board by virtue of Regulation 44 of the Company Law Board Regulations, 1991 be invoked to
determine the issue raised in the application. Moreover, the Company Law Board has no power to review
its own order. Directions had been issued against the company and its directors. One of the directors
sought review of the orders on the ground that he had ceased to be a director before the date of maturity
of the deposits covered by the order. It was held that CLB had no power to review its orders to decide
questions relating to directors. Dheep Rajappa (Dr.) v. A Sivasllbramallian, (2002) 110 Com Cases 45 :
(2002) 35 SCL 845 : (2002) CLC 699 : (2002) 47 CLA 25 (CLB). See also Prakash Chand Sanghi v.
Pawan Kumar 8ajaj, (1998) I Comp LJ 282 (Raj) (confinning extension of time granted by CLB for
implementing compromise order) .
The Company Law Board cannot review its own order under which a petition was dismissed as with-
drawn. The CLB may, however, use its inherent power for this purpose in exceptional cases. In this case
the parties lost time in launching proceedings before a special court after withdrawing from the Company
Law Board still subsequently to learn that the special court had no jurisdiction. The Company Law Board
exercised its inherent power and ordered restoration of the proceedings before it. The Board observed
that this power is not to be exercised where there is an alternative remedy, or right of appeal, or it would
conflict with any provision of law or there is no change of failure or miscarriage of justice. Shree Cement
Ltd. v. Power Grid Corpn. Ltd., (1998) 4 Comp LJ 148: (1999) 93 Com Cases 854: (1998) 30 CI,A 241 :
(1998) 17 SCL 122 (CLB-NB).
In Cannanore Whole Body CT Scan and Research Centre P. lid. v. Saibunnisa S. V., (1998) 93 Com Cases
99: (1998) 16 SCL 635: (1998) 3 Comp U 518: (1998) 29 CLA 446 (CLB-SB) stated the effect of the provi-
sions as follows: [at p. 102] 1be Company Law Board cannot in the exercise of its inherent powers act in
violation of law. The discretion has to be exercised according to the known principles of law. The application
filed by the company is not in consonance with the provisions of s. 167 of the Act. The company cannot seek
directions against itself. The defect cannot be rectified by impleading a member subsequently. 1bis will -cir-
cumvent the provisions of s. 167. The Bench has no jurisdiction to allow the impleading application."
In PPN Power Generating Co. Ltd. v. PPN (Mauritius) Co., (2006) 129 Coni. 849 (Mad) (DB), the
High Court upheld the refusal of CLB to grant an injunction restraining II reference to international arbi-
tration CLB bad refused to grant the injunction, among other gro.unds, on the fact that it was not a couit
of "natural jurisdiction", that the parties before it and in the proposed arbitration were not the same and
that it had no jurisdiction over the subject matter of the dispute. PPN.PolVer' Generating Co. Ltd. v. PPN
(Mauritius) Co. & Ors.,(2oo6) 129 Com Cases 818 (CLB). .
An amendment application should be presented at the earliest and the failure to explain the delay of
one year was the basis for rejecting the application to amend the petition. Jodh Raj Laddha v. Birla Cor-
poration Ltd. , c.P. 57 of 2004-CLB.
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The Company Law Board Regulations, J991-Regn. 44 App.3 6711
Scope of interim relief.- The CLB can grant injunction under this regulation only if it has the juris-
diction to deal with the subject matter of the dispute. In this case, the minority shareholders applied to the
Regional Director for appointment of a statutory auditor under S. 224(3) of the Act. The Petitioner ap-
plied for stay of the before the Regional. Director. The CLB dismissed the petition,
that it did not have the JunsdlCtlon to deal wIth the Issues before the RegIOnal DIrector. Jmdal Praxatr
oxygen Co. P. Ltd. Praxair Pacific Ltd., (2006) 129 Com Cases 905 : (2006) 61 SCL 93 (CLB) . The
Petitioner thereupon filed a writ petition in the High court, praying that the Regional Director be re-
strained from taking any action on the application under S. The shareholders thereupon
applied to the CLB for stay of proceedmgs before It seekmg dIrectIons for callmg a general meetmg to
appoint an auditor. CLB held that even though the pre-re.quisites of S. 10, CPC, were absent, the
matter in Issue before It was substanttaIJy m Issue before the HIgh Court and that there was every POSSI-
bility of conflicting decisions on common issues, which could be prevented by staying the CLB pro-
ceedings Jindal vijayanagar Steel Ltd. v. Jindal Praxair Oxygen Co. P. Ltd., (2006) 129 Com Cases 939 :
(2005) 62 SCL 659 (CLB).
Interim relief carmot be granted when the similar or greater relief cannot be given, if the petition is ul -
timately granted. In re Bengal Lux",i Cotton Mills, (1965) 35 Com Cases 187 (Cal); Shaw Wallace & Co.
Ltd. v. Union of India, (1998) 4 Comp U 299: (1998) 31 CLA 225 (Cal) .
Matters which do not form pant of the company petition cannot be taken into account for considering
an interim application. Shree Ram Urban Infrastructure Ltd. v. R.K. Dhall (No.2), (2010) 153 Com
Cases 150 (Born), following Shanti Prasad Jain v. Kalinga Tubes Ltd., (1965) 35 Com Cases 351 : AIR
1965 SC 1535.
power to make RuIes.-The Company Law Board is perfomling quasi-judicial functions. It has
power to regulate its own procedure. The procedure adopted by it must satisfy the of natural
justice. Where a procedure adopted by 11 IS not III confonruty WIth natural Justtce, It IS not to be allowed
even if has been followed for a long period. Sri Ram Das Motor Transport Ltd. v. Karedla Surayanaray-
ana, (2002) 110 Com Cases 193 : (2002) 36 SCL 361 : (2002) 48 CLA 113 (AP).
Power to modify orders.-In a petition for prevention of oppression and management, the CLB
found that some events had taken place after the date of fmal hearing and before the date of the order.
The CLB said that such events could be taken into consideration. An application for modification was
made after the order was passed. The change of circumstances was known to the party who JPplied for
modification but it was not brought to the notice of the CLB before its order. The CLB refused to make
an order for modification. Ashok Kumar Oswa/ v. Panchsheel Textile Mfg.& Trading Co. Ltd., (2002)
110 Com Cases 825 : (2002) 38 SCL 241 : 2002 CLC 1756 (CLB-PB).
The Company Law Board does not have the power of review. It is, however, open to the CLB exercise
its inherent powers and to make such orders as may seem necessary to meet the ends of justice and to
prevent abusive use of the process by its Benches. When the party who has to implement a consent order
fails to do so, the aggrieved party can approach the CLB with a prayer that its orders be implemented.
The CLB exercised powers under s. 403 and Regulations 43 and 44 of the CLB Regulations and directed
that the implementation of the consent order be postponed till the fmdings of the Kerala High Court about
the voting rights of the two block of shares, which was sub-judice before the court, came to be known.
M. V. Paulose v. City Hospital P. Ltd. , (1999) 96 Com Cases 588: (1998) 15 SCL 49: (1998) 28 CLA 46
(CLB-PB).
The provisions of this regulation empower CLB to correct any mistake arising in an order from an ac-
cidental ship of omission, either on its own motion or on the application of any party. However, since
Regulation 27, which gave the Bench the power to review its own orders, has been deleted with effect
from 14-05-1992, the inherent powers conferred by this Regulation cannot be used to review an order and
thereby achieve indirectly what cannot be done directly. Nukala Nageshwara Rao v. Bharat Circuits P.
Ltd., (2010) 154 Com Cases 26 (CLB). See also Copalkrishna Sengupta v. Hindustan Construction Co.
Ltd., (2006) 2 Comp U 263 (eLB).
Dismissal of application and its restoration.-Where an application under s. 58A(9) for refund of
deposit was dismissed for non-prosecution and the Company Law Board found on an application for
resloration of the application that the applicants were elderly people and their counsel could not appear
due to illness and the amounts involved were very large and the delay in seeking restoration was just only
marginal, the Board ordered restoration of the applications. Bimla Malik (Mrs.) v. Martill Burn Ltd. ,
(1995) 84 Com Cases 956: (1995) 6 SCL 13 : (\995) 4 Comp U 'Z72 (CLB-EB).
. Stay of proceedings before CLB.-Where paralJel proceedings were pending before the High Court
mvolving the same subject matter and identical issues, institution of proceedings before the CLB was
held to be not an abuse of process, but the CLB stayed the proceedings before it to await final order by
the High Court. In the meantime, to take care of the situation and to ensure proper functioning of the
company, the CLB ordered that a representative of the petitioning group be appointed on the company's
Board of Directors and also an independent chairman. Mrunalini Deve Puar of Dhar (Dr. Mrs.) v. Gaek-
"'ad Investment Corpn., P. Ltd., (1995) 82 Com Cases 899: (1993) I Comp U 89 (CLB).
/
, ,
" .
6712 App.3
The Company Law Board Regulations, 1991-Regn. 44
However, where the matters in issue before the CLB and the High Court are not identical and are filed
for entirely different purposes, the CLB will not stay the proceedings before it, but will continue with the
hearing. Sonvana Stores P. Ltd. & Ors. v. S. Yagarathinam & anr. , (2007) 136 Com Cases 200 (CLB).
See also S. S. Orgenics v. B. Subha Reddy, (2006) 132 Com Cases 92: (2006) 69 SCL 272 (CLB).
The inherent powers saved by this Regulated relate to procedural matters covered in the Regulations.
Bakhtawar Construction Co. (P.) Ltd. v. Blossom Breweries Ltd., (1998) 3 Comp U 495: (1998) 91 Com
Cases 744 : (1998) I Comp LJ 150 : (1998) 15 SCL 14: (1997) 88 Com Cases 859: (J999) '95 Com
Cases 35 (CLB). .
The power to review its own order is not an inherent powers. There must be a specific provision con.
ferring the power of review. Dr. Dheep Rajappa v. A. Sivasubramanian, (2002) 35 SCL 845: (2002) 110
Com Cases 45: (2002) 47 CLA 25: 2002 CLC 699 (CLB-SB).
The issues arising in a petition for relief against appression and mismanagement were identical with
those arising in an earlier petition filed in the civil court for execution of an arbitration award. The Com.
pany Law Board held that the grievances of the petitioners regarding the affairs of the comp ... ,y could be
remedied through the equitahle Jurisdiction of CLB suhject to the outcome of the execution proceedings.
It therefore stayed the proceedings before itself pending the disposal of the execution proceedings. Hotel
Vellore Royal P. Ltd. v. P. V. Chandra Sekar, (2010) 153 Com Cases 214 (CLB).
Inherent powers of CLB-Nature of.-The provisions of section 151 of the CPC has been repro-
duced mutatis mutandis in regulation 44. The two separate bases for exercise of inherent power are: (i)
meeting the ends of justice and (ii) prevention of abuse of process. These powers enable the Board to
adjust the rights of the parties on the basis of events happening after the starting of the action. In some
cases, it is almost the duty of the Court to advert to the subsequent events hrought to its notice lest it
should fail to do substantial justice between the parties. The court cited the decision of the Madras High
Court in Subramaniam v. Sundaram, AIR 1963 Mad 217, where it was emphasised that the discretion of
the court, under its inherent powers to adjust the rights of the parties on the basis of events happening
after institution of proceedings is well recognised and commonly accepted as a rule of justice, equity and
good conscience. It may even become the duty of the court to take notice of subsequent events lest it may
fail to do justice between the parties. Rajelldra Kumar Malhotra v. Harbanslal Malhotra & Sons Ltd.,
(1999) 34 CLA 360 (Cal). This judgment was followed in Chandra Kumar P. Asher v. Tinapur Textiles
(P) Ltd., (2009) 152 Com Cases 356 (CLB), where the CLB dismissed an application made by one of the
respondents in a petition under sections 397 and 398 for being transposed as a petitioner on the grounds
that he had neither made out any substantial case for transposition, nor had he any identity of interest
with the existing petitioners. The CLB based its finding on the facts that the applicant had filed a counter
to the petition in his capacity as director, that he had all along supported the respondents in the petition
and had voted against the petitioners in an extraordinary general meeting. The CLB also held that while it
had the power under this Regulation to direct transposition in the interests of justice, the present was not
a suitable case for passing such a direction. .
Where a petition is allowed to be withdrawn on technical grounds before any hearing on merits has
taken place, the CLB has inherent power under this regulation to permit the filing of a fresh petition,
notwithstanding the principles underlying Order 23, Rule I of the Code of Civil Procedure. Pramod Jain
v. Golden Tobacco Ltd., (2010) 157 Com Cases I (CLB).
In V.S.R. Moontly v. Kaashyap Foundations Ltd., (2005) 6 Comp LJ 308 (CLB), it was held that CLB
had no power under S. Ll7 C of the Companies Act to extend the tilj1e for redemption of lands, as op-
posed to the power to extend the time for repayment of Fixed Deposits under S. 58A (9). In this case,
CLB exercised its inherent power tp direct the company to redeem the bonds and pay interest at the con-
tractual rate from the date of issue.
Under this regulaiion CLB is entitled to substitute an applicant who wants to pursue a petition in place
of a petitioner who wants to withdraw from the proceedings suhject to the application being valid. Gees
Morine Product Pvt. Ltd. In Re, (2005) 3 Comp LJ 189 : (2005) 63 SCL 82 (CLB).
The CLB used its power under this regulation to declare a Board meeting held at Tirupur void when
the Articles of Association provided that the meeting should be held at Chennai or Mumbai. Aidqua
Holding & (Maurtius) Inc. v. Tamil Nadu Water blvestment Co. Ltd., (2008) 142 Comp Cases 497 :
(2008) 82 SCL 434 (CLB). .
In the undernoted case, Gillette's intended collaboraiion with the respondent company was opposed by
the minority shareholders under section 397 and 398 of the Act on the .ground that this was an attempt to
extinguish competition for Gillette in India and that the former was trying to pass of outdated technology
to the respondent. Under the appellant's application, the CLB also passed. an order allowing impleading
of Gillette as a respondent. However, subsequent to this, oased on Gillette's application that it was no
longer interested in the collaboration, the CLB passed an order recalling the impleadment order. There-
after, the appellant found a Fax message, which clearly showed that negotiations had continued for technical
collaboration. The CLB rejected the fax as inadequate evidence for recalling its order. In appeal under
section IOF of the Act the High Court of Calcutta opined that the Board erred in rejecting the fax as evidence
of subsequent developments, which were relevant to the applications pending before it. According to the
.44
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The Company Law Board Regulations, J99J-Regn. 44 App.3 6713
High Court, thi s was a case where the Board ought to have exercised its inherent powers under this regula-
tion. Rajendra Kumar Malhotra v. Harbans Malhotra & Sons Ltd.,(1999) 34 CLA 360 (Cal). Subramaniam
v. Sundaram, AIR 1963 Mad 217 relied on.
It is not open to CLB to interfere in the day to day functioning, management and administration of a
company. By a resolution passed by an overwhelming majority, the shareholders approved a resolution to
sell the property of the company on such terms and conditions as would be in the bests interests of the
company .. The petitioners, who had attended the meeting and opposed the resolutio',!, filed a petition
complairung of oppressIOn and mismanagement and prayed for stay of the resolution. One secured
creditor opposed the proposal to sell the property otherwise than by public auction. The CLB permitted
the sale by open auction and directed that in case such an auction failed to fetch the best price, sealed
tenders could be called for to make the sale transaction transparent. P. Ramesh Kumar v. D. R.
Shankaranarayana Gupta, (2010) 156 Com Cases 258 (CLB), following Vivek Goenka v. Manoj Sontha-
/ia (1995) 83 Com Cases 897 (Mad), Maxwell Dyes and Chemicals Ltd. v. Kothari Industrial Corpora-
t i o ~ Ltd., (1996) 85 Com Cases III (Mad), Vijayawada Share Brokers Ltd. v. D. Ramkishare. (2004) 120
Corn Cases 125 : (2003) 45 SCL I (CLB), and Chairman and Managing Director, Sipcot v. Contromix P.
Ltd., (1995) 84 Com Cases 110 : AIR 1995 SC 1632 : (\ 995) 4 SCC 595.
Although thi s regulation confers wide powers on the Company Law Board to make such orders as may
be necessary for the ends of justice or to prevent the abuse of process, it will not exercise that power in a
manner contrary to the provisions of S. 8 of the Arbitration & Conciliation Act, 1996 G Saibaba Reddy
v. Swal Corporation Ltd., (2010) 1 Comp U 118(CLB) : (2009) 150 Com Cases 170, for example, where
some of the parties to the petition for relief against appression are not parties to the arbitration agreement
AMRL International Tech City Ltd. v. Infac India Group LLC, (2009) 147 Com Cases 291 (CLB).
The powers of CLB Continue even after the passing of the consent order in a petition under sections
397, 398 and the CLB does not become functus officio until the purpose of the petition is attained. Suga-
vaneshwara Spinning Mills Ltd. v. S. Arunachalan, (2008) 143 Comp Cases 676 : (2008) 88 SCL 31
(Mad) affirming Arunachalan(s) v. Sugavaneshwara Spinning Mills P. Ltd., [2008]142 Comp Cases 611
(CLB).
Even though Regulation 27 which specifically conferred power on CLB to review its orders has been
deleted, CLB still has power under this Regulation to take action if the relief was based on forged or
fabricated documents or was obtained by fraud. Balaji Fabricators v. Mrs. S. Rehana Rao, (2006) 130
Com Cases 97 : (2006) 66 SCL 57 (CLB).
In Forbes Finance Ltd., In re, (2009) 149 Com Cases 16 (CLB) the CLB exercised its powers under
this regulation to condone the delay in filing Form 21 under the Companies (Central Govt). General
Rules & Forms, when the original form sought to be filed was defective and therefore not accepted by the
computer system for e-filing. The CLB held that there had been substantial compliance.
Powers after orders.-The powers of the CLB continue even after passing an order till the affairs are
set right in accordance with the order. Regulation 44 of the CLB Regulations, 1991 corresponds with s.
151 of the Code of Civil Procedure which confers inherent powers on the court. The CLB does not be-
come functus officio till the purpose of the petition before it is attained. In this case, the CLB had set
aside a further issue of shares by which the majority was reduced into a minority. The CLB order was
stayed under an appeal against the order by the High Court. The appeal was subsequently dismissed and
stay vacated. The majority was restored to its original position. Therefore, the CLB passed no further
orders. Subsequently to this an application was made for further orders. Such further orders were held to
be valid. Shoe Specialities Ltd. v. Standard Distilleries and Breweries P. Ltd., (1997) 90 Com Cases I ;
(1996) 23 CLA 261 : (1997) I Camp U 243 (Mad-DB). Affirming Standard Distilleries and Breweries
P. Ltd. , (1995) 83 Com Cases 727 (CLB) .
Enforcement of unsigned compromise order.-The petitioner was seeking an order for investigation
of affairs. The company offered to purchase the shares of the petitioner. An agreement was reached and
recorded by the Company Law Board. It became an order disposing of the petition for investigation. The
settlement was not signed by the parties as required by the Civil Procedure Code. The Court said that this
was only a technicality. The Civil Procedure Code was not applicable with all its technicalities. The
compromise was, therefore. executable. Kuki Leather P. Ltd. v. TNK Govindaraju Chettiar & Co., (2002)
I \0 Com Cases 474 (Mad). The court affirmed the decision of CLB, TNK Govindaraju Chettiar & Co.
Ltd. v. Kuki Leather P. Ltd., (2000) 28 SCL 267 : (200) 39 CLA 220 : (2000) 4 Camp U 427 : (2000)
109 Com Cases 493 (CLB-PB). .
Injunction suit for staying meeting.-Where a meeting is called by the requisitionists themselves, and
the registered office is not made available to them for holding the meeting, they may hold the meeting else-
where. See Rathnaveluswami Chettiar v. Manickavelu Chettiar, (1951) 21 Com CaseS 93: AIR 1951 Mad
542. One of the factors to be considered was stated by the Rajasthan High Court in Ram Prasad Somani v.
Bank of Rajasthan Ltd., (2001) 44 CLA 80 : (2001) CLC 954 : (2001) 34 SCL 750 (Raj) as follows: "A
company may have its registered office at a particular place at the time of incorporation. But with the pas-
sage of time and expansion, the shareholders may grow into large number and residing outside the place of
regIstered office of the company. In this case also, it was stated that more than 70 per cent of the sharehold-
6714 App.3 The Company Law Board Regulations, 1991-Regn. 45
ers were from Mumbai and only 0.634 per cent were residing at Udaipur in Rajasthan. The discretion of the
Board of directors in holding the meeting at a particular place is expected to be exercised in a reasonable
manner and in case it is found that the decision was taken by the Board of directors in a mala fide manner, it
could be challenged before the appropriate Forum. Here in this case, when there was no pleading to the
effect that the Board of directors had mala fide or with some ulterior motive decided to hold meeting at
Mumbai, the court did not go into this matter." [CPC, Order VI, Rule I; Order xn.., Rules I, 2]
Power to sent documents for forensic examination.-The CLB has jurisdiction and power to send
documents for forensic examination when serious allegations of forgery are made. The Forensic Sciences
Department would compare the documents and only give its opinion as whether a signature alleged to the
forged was genuine or not. It would not decide whether the signature was forged or fabricated. s.N. Har-
ish & another v. Pods Biotech (P) Ltd. & olhers, (2009) 148 Com Cases 804 (CLB)
The parties need not be referred to arbitration if the allegations of appression and mismanagement can
be decided without reference to the terms of the agreement containing the arbitration clause.
Burden of proof in petitions of oppression and mismanagement.-A petitioner who alleges Oppres-
sion and ntismanagement has to discharge the burden of proof. He cannot seek intervention of the CLB for
securing production of aU the records of the company from the date of its incorporation for this purpose. D.
Ramkishore v. Vijayawada Share Brokers LId., 2004 CLC 1\0 : (2004) 58 CLA 162 (CLB).
Contempt proceedings.-Application filed to punish the respondent on the ground that property was
sold in gross violation of restraint order passed by the Company Law Board (CLB). Since the property
sold was absolutely different from the properties which are subject to the restraint orders made by CLB,
no contempt of its order was conunitted. (2006) 71 SCL 135 (CLB-Chen).
Prevention of abuse of process.-An order was passed because of challenge to a consent order of the
CLB. The order was meant to prevent abuse of process of CLB and to meet ends of justice. The court
found no error or infirmity in the order. Sugavaneslvara Spinning Mills LId. v. S. Arunachalam, (2008)
143 Com Cases 676 (Mad).
Saving of inherent powers.-Regulation 44 is more or less a similar provision to S. 151 of CPC
which makes inherent powers available to civil courts. Thus, CLB also becomes vested with the power to
pass orders to meet the ends of justice and to prevent abuse of process of Bench. In a petition filed under
sections 397 and 398, the CLB passed an interlocutory order to the effect that the directors belonging to
the respondent group would continue in office until further orders irrespective of any resolution that
ntight be passed at the forthcoming AGM. Subsequently, as a result of a comprontise between the parties,
CLB passed a consent order. The appellant taking advantage of this order and ignoring the interlocutory
order, excluded the first respondent from his office as director. The CLB declared the exclusion to be
unjustified. It was contended as against this that after passing the consent order, the CLB had become
functus officio in the matter and could not have entertained any further application. The exclusion was
held to be contrary to the consent order. Neither the consent, nor the interlocutory order suffered from
any infirmity being meant only to prevent above process of CLB. Saga Vaneswara Spg. Mills LId. v. S.
Arllnachalam, (2008) 88 SCL 31 (Mad), affinning the order of CLB in S. Arunachalam v. Sagavane-
swara Spg. Mills P. LId., (2008) 142 Com Cases 611.
Transposition of parties_-An interesting question came up for consideration befo(C the Company
Law Board as to whether a respondent had filed an affidavit against the petitioners could subsequently
recall its affidavit after there was a change in the management of the company. The question further arose
whether the said respondent company could then apply for transposition so as to become part of the peti-
tioners. On a concession, the Company Law Board pennitted the transposition of the respondent. It is
submitted that although the provisions of the Code of Civil Procedure, 1908 are not applicable to the
Company Law Board, it would have the power to pennit transposition in exercise of its inherent power
under Regulation 44. Such power must be exercised keeping in mind the principles laid down by courts
for transpositioin of parties under the CPC.
"[45. Amendment of order.-Any clerical or arithmetical in any order of the or error
therein arising from any accidental slip or ontission may, at any time, be corrected by the B.ench either on
its own motion or on the application of any party.] .
NOTES
Clarification of an earlier order, to correct an accidental omission was held not to be review but to fall
under this regulation, A.H. Ahmed Jaffer v. Ace Rubber and Allied Products P. LId., (2005) 124 Com
Cases 309 : (2005) 61 SCL 224 (CLB). . .
46. General power to amend.-A Bench may, at any time, and on such terms as to costs or otller-
wise, as it may think fit, amend any defect or error in any proceeding before it; and all necessary amend-
35. Subs. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5- 1992.
45
fthe
.able
ef, it
I the
Ig at
lend
nces
) the
'1ar-
can
lres-
I for
! . D.
was
Jerty
:LB,
f the
:OUr!
008)
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er to
nder
Ig to
that
ties,
ItOry
obe
orne
was
'rom
v. S.
ane-
lany
mtly
!fose
peti-
It is
I the
)wer
lurts
!ITor
:ron
,/
The Company Law Board Regulations, 1991-Regn. 50 App.3 6715
m
ents
shall be made for the purpose of determining the real question or issue raised by or depending on
such proceeding.
NOTES
Although CLB is a tribunal, it enjoys all the trappings of a court. It is not enough that when CLB is de-
ciding a seriously contested application praying for amendment of a petition, it should allow the applica-
tion simply by recording that it considered the legal submissions raised and judgments cited. It legal
submissions are made, they are required to be appreciated and the reasons for accepting or rejecting then
ought to appear in the order. If judgments are cited, such of them as are relevant for deciding the matter
in issue should be referred to, discussed and relied upon, or distinguished. Failure to do the above would
have the effect of reducing the order of CLB to a rubber stamp. Uniworth Resorts Ltd. v. Ashok Mittal,
(2008) 4 Comp U 305 (Cal) : (2009) 96 SCL 345. The matter was remanded to the CLB for reconsidera-
tion. In its judgment reported as Ashok Millai v. Uniworth Resorts Ltd., (2008) 4 Comp U 327 (CLB) :
(2009) 145 Com Cases 67, CLB held that being a quasi judicial authority guided hy the principles of
natural justice, it may in exercise of its power and discretion grant leave to amend provided that the party
applying was not acting male fide. However, a totally new and inconsistent case cannot be allowed hy
way of amendment. Nor can amendment be allowed after tile commencement of proceedings under the
same could not have been pleaded earlier. See also BEML Ltd. v. BEML Midwest Ltd., (2009) 149 Com
Cases 570 : (2010) 100 SCL liS (CLB).
The CLB allowed amendments moved by petitioners for addition of names joint holders and allotment
of certain shares to a subsidiary of the respondent company. Hemant D. Vakil v. RDI Printing & Pub-
lishing (P.) Ltd., (1993) 2 Comp U 113 (CLB).
The CLB is vested with powers similar to those of a civil Court While dealing with proceedings before
it. However CLB is not vested with powers under the Contempt of Courts Act, 1971. Therefore these
powers are to be excercised only by the High Court in respect of any Contempt alleged to have been
committed in proceedings before CLB. Since orders of CLB are appealable in the High Court under Sec
JO F of the Comparties Act, CLB can be treated as a Court subordinate to the High Court, Edpuganti
Bapanaiah v. K.S. Raju, (2007) 5 Comp U 203 (AP) : (2007) 139 Comp Cases 545.
The CLB may, by applying principles similar to those in order 39, Rule 4 of the Code of Civil Proce-
dure, modify an interim order if changed circumstances require such modification. BPL Communication
Ltd. v. T.P.G. Nambiar, (2006) 2 Comp U 280 (CLB) : (2006) 132 Comp Cases 13.
The petitioners in an action for relief against oppression and mismanagement applied for amendment
to implead the holding company of one of the shareholders. The holding company was neither a share-
holder of the company whose affairs were allegedly being mismanaged, nor was it involved in the con-
duct complained of by the petitioners. There were no specific pleadings regarding the default alleged
against the holding company, nor was any relief claimed against it. The CLB r ~ j e c t e d the application for
amendment. e.G. Holdings P. Ltd. v. Cheran Enterprises P. Ltd. Sons. , (2007) 138 Com Cases 454
(CLB).
47. Bench to he deemed to be a Court for certain purposes.-A Bench shall be deemed to be a
Court or lawful authority for the purpose of prosecution or punishment of a person who wilfully disobeys
any direction or order of such Bench.
48. Power to dispense with the requirement of the regulations.-Every Bench shall have power, for
reasons to be recorded in writing, to dispense with the requirements of any of these regulations, subject to
such tenns and conditions as may be specified.
NOTES
Even though the Companies Act does not contain any provision for purtishment of willful disobedi-
ence of an order of the CLB, the CLB by virtue of S. 10E has various powers which satisfy the essential
attributes of a court and is subject to the appellate powers of the High Court. It is therefore a court sub-
ordinate, to the High Court, which can exercise powers under S. to of the Contempt of Courts Act, 1971.
The bench gave leave to the petitioner to move the High Court under this provision for violation of an
order restrairting demolition of certain properry and maintenance of status quo. N. Venkataswamy Naidu
v. Sri Suryateja Constructions.P. Ltd., (2005) 128 Com Cases 245: (2006) 67 SCL 278 (CLB).
49. Preparation of paper book.-The Bench Officer, if it so deemed fit, I11ay call upon the parties to
prepare a paper book after completion of the pleadings.
36[50. Dress (or the members, for the authorised representatives and (or the parties in person.-
(1) For the members.- The dress for the members will be suit with a tie or buttoned-up coat over a pant.
(2) For the authorised representatives.-An authorised representative who is a professional. shall ap-
pear before the Bench in hislher professional dress, if any, and if there is no such dress,-
30. Ins. by CLB Amendment Regulation 1995, vide GSR 374(E), dated 2-5-1995 (w.e.f. 2-5-1995).
. ,.
, .
6716 App.3
The Company Law Board Regulations, 1991-Regn. 50
(a) In the case of made, a suit with a tie or buttoned-up coat over a pant.
(b) In the case offemale, in a saree or any other dress of a sober colour.
(3) For parties in person.-Parties appearing in person before the Company Law Board shall be prop-
erly dressed.]
The Company Law Board Regulations, 1991-Annex. 1 App.3 6717
S. No.
I.
2.
3.
4.
ANNEXURE-I
STATES/UNION TERRITORIES FALLING UNDER EACH REGION
[See Regulation 7(2)]
Region
'[Kolkata Bench]
'[New Delhi Bench]
'[Chennai Bench]
'[Mumbai Bench]
StateslUnion Territories
States of Arunachal Pradesh, Assam, Bihar,
Manipur, Meghalaya, Nagaland, Orissa,
'[Sikkim] , Tripura, West Bengal J[JharkhandJ
and Union territories of Andaman and Nicobar
Islands and Mizorarn.
4[States of Delhi, Haryana, Himachal Pradesh,
Jammu and Kashmir, Punjab Rajasthan, Ultar
Pradesh, Uttamchal and Union Territories of
Chandigarh.]
States of Andhra Pradesh, Kamataka, Kerala,
Tamil Nadu and Union territories of Pondicherry
and Lakshadweep Islands.
States of Goa, Gujarat, Madhya Pradesh, Ma-
harashtra, J[Chattisgarh] and '[Union Territories
of Dadra and Nagar Haveli and Daman and
Diu] .
1. Subs. by CLB (Amendment) Regulations, 2008 vide I 85(E), dated 17-3-2008, w.e.f. 1-4-2008.
2. Ins. by CLB (Amendment) Regulations, 1992. vide GSR 492(E), dated 14-5-1 992.
3. Ins. by CLB (Amendment) Regulations. 2001 . vide GSR 929(E), dated 31 -12-2001.
4. Subs. by CLB (Amendment) Regulations, 2001. vide GSR 929(E), 'dated 31' 1,2-2001. .
S. Subs. by CLB (Amendment) Regulations, 1992, vide GSR 492(E), dated 14-5-1992.
"
.'
6718 App.3
The Company Law Board Regulations, J99J-Annex ll-Form 1
ANNEXURE-II
FORMS
FORM NO. 1
I[See Regulations 13, 14 and 42A)
BEFORE THE COMPANY LAW BOARD, ...... .. PRlNCIPAL BENCH 2[/***)IREGIONAL BENCH,
BOMBAY/CALCUTT AlMADRASINEW DELHI
IN THE MAlTER OF THE COMPANIES ACT, 1956, SECTION ...... .
OR
(wbere applicable)
THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969, SECTION 2A
OR
(wbere applicable)
3[THE RESERVE BANK OF INDIA ACT, 1934, SECTION 45QA)
AND
IN THE MAlTER OF ............. ...... ...... ... .............. .......... .......... ...... ... ..... ... ... .......................... ............... .. ... ... .
(State the name and registered office address of the company)
AND
IN THE MA TIER OF .. .. ... .. . ... .... ...................... ...... ..... ..... .......... ... ........ . (Petitioner)
(State the name and address of the petitioner)
OR
(where applicable)
AB
... Petitioner(s)
versus
CD
... Respondent(s)
Details of petition:
I . Particulars of the company, whether petitioner or not (See regulation 16).
2. Particulars of the petitioner(s) (need not be stated where company is -the petitioner) (Name, de-
scription, father's/husband's name, occupation, capacity, i.e. qua shareholder, qua depositor and
address of the petitioner(s.
3. Particulars of respondent(s) (need not be stated where company is the respondent) (Name, de-
scription, father's/husband' s name, occupation, capacity, i.e. qua shareholder, qua depositor and
address of the respondent(s.
4. Jurisdiction of the Bench
The petitioner declares that the subject-matter of the petition is within the jurisdiction of the
Bench.
5. Limitation
The petitioner further declares that the petition is within the limitation laid down in sec-
tion ....... ofthe Companies Act, 1956 4[or Securities Act, (956) (wbere applicable).
6. Facts of the case are given below:
1. Subs. by Amendment Regulatioos, 2001, vide GSR 437(E), dt. 15-6-2001.
2. Omitted "Additional Principal Bench" by CLB (Amendment) Regulations, 2008, vide \85(E) dated 17-3-2008,
w.e.f.I-4-2008.
3. Subs. by the CLB (Amendment) Regulations, 1997 vide GSR 433(E), dated 1-8-1997.
4. Ins. by CLB (Amendment) Regulations, 1992, vide GSR 492(E), dated 14-5-1992.
1
5)
,)
,-
d
,-
d
The Company Law Board Regulations, 1991-Annex. ll-Form 1
App. 3 6719
(Give here a concise statement of facts in a chronological order, each paragraph containing as
nearly as possible a separate issue, fact or otherwise.)
7. Matters not previously filed or pending with any other Court.
The petitioner further declares that he had not previously filed any application, writ petition or
suit regarding the matter in respect of which this petition has been made, before any court of law
or any other authority or any other Bench of the Board and not any such application, writ petition
or suit is pending before any of them. .
In case the petitioner had previously filed any application, writ petition or suit, the stage at
which it is pending and if decided, the gist of the decision should be given.
8. Relief(s) sought.
In view of the facts mentioned in para .. ..... above, the petitioner prays for the following relief(s):
(Specify below the relief(s) sought explaining the ground for relief(s) and the legal provisions (if
any) relied upon).
9. Interim order, if any, prayed for. Pending final decision on the petition, the petitioner seeks issue
of the fonowing interim order:
(Give here the nature of the interim order prayed for with reasons.)
10. Particulars of Bank draft evidencing payment of fee for the petition or application made:
'[(i) Branch of the Bank on which drawn;
(ii) Name of the issuing branch]
(iii) Demand Draft No .. .... .
Date ......... .
Amount Rs .... .. .
II. List of enclosures
(See regulation 18 and Annexure III)
I.
2.
3.
4.
S. Subs. by ibid.
Signature of the Petitioner.
" r
'.
I'
6720
App.3
The Company Law Board Regulations, 1991-Annex II-Form 2
Misc. Application No ..... .. of... .......... .
in
Original Petition No .. ... ... of .... .. ...... . .
XXX
yyy
Brief facts leading to the application.
Relief or prayer.
Place:
Date:
FORM NO. 2
(See Regulation 17)
versus
. .. Applicant
(ApplicantlRespondent)
... Respondent
(Respondentl Applicant)
Signature of the Applicant.
Signature of the Authorised Representative.
I'll 2
plicant
,"dent)
ondent
,Iicantj
ntative.
The Company Law Board Regulations, 199Z-Annex. ll-Form 3 App.3 6721
FORM NO. 3
(See Regulation 35)
BEFORE THE COMPANY LAW BOARD, ... PRlNCIPAL BENCH '[/***lIREGIONAL BENCH, BOM-
BAY ICALCUTT AlMADRASINEW DELHI
REFERENCE APPLICATION NO .......... OF ......... .
IN THE MATTER OF THE COMPANIES ACT, 19561'[RESERVE BANK OF INDlA ACT, 1934]
AND
TN THE MATTER OF SECTION ........... OF THE SAID ACT
AND
IN THE MATTER OF ................................ .
(Name and address of the company)
AND
IN THE MATTER OF ............................ ..
(Name and address of the Applicant)
... APPLICANT.
State the name and address of the persons who should be given opportunity of being heard in disposing of
this reference.
(Note: Please enclose as many additional copies of the reference application as there are persons as above-
named. This is without prejudice to the requirements of sub-regulation (I) of regulation 41.)
On the basis of the information available from the documents annexed hereto---
1. The applicant hereby makes reference to the Company Law Board, ....................... Principal
Bench/Regional Bench, ............ , under section ............. of the Companies Act, 19561Securities Act.
(Here state the nature of reference).
2. The applicant states as follows:
(Here set out the brief facts of the case.)
3. The submissions of the applicant are as follows:
(Submissions.)
4. The applicant has annexed hereto the documents or copies thereof as specified below:
5. The applicant is seeking specified order of the Company Law Board (Here specify the nature of the
order sought for).
Signature of the applicant.
Place:
Date :
List of Documents
1.
2.
3.
1. Omined "Additional Principal Bench" by CLB (Amendment) Regulations, 2008, vide I 85(E) dated 17-3-2008,
w.eJ. 1-4-2008.
2. SUbs. by CLB (Amendment) Regulations, 1997 vide GSR 433(E), dated 1-8-1997.
, ,
" .
, ' .
6722 App.3
The Company Law Board Regulations, 1991-Annex ll- For
rn
4
FORM NO. 4
(See Regulation 37)
'[APPLICA TION BY DEPOSITOR 2[1 DEBENTURE HOLDER] UNDER *SECTION 58A(9)
2[OR SECTION 1l7C(4)] OF THE ACT OR SECTION 4SQA OF
THE RESERVE BANK OF INDIA ACT, 1934]
BEFORE THE COMPANY LA W BOARD ( .... ...... . BENCH)
IN THE MATTER OF THE COMPANIES ACT, 1956 (J of 1956), '[SECTION 58A 2[OR SECTION
I 17C(4)] OF THE ACT OR SECTION 45QA OF THE RESERVE BANK OF INDIA ACT, 1934]
AND
(i)
(ii)
(iii)
(iv)
(v)
(vO
(vii)
(viii)
(ix)
IN THE MATTER OF (State the name of the Depositor 2[1 Debenture holder] applicant)
AND
IN THE MATTER OF .............. LIMITED (State the name of the Company)
Name and address of the Depositor 2[1 debenture holder] applicant:
Name of the company and address of its Registered Office:
Name(s) of Depositor(s) 2[1 debenture holder] with full address:
Amount of Deposit 2[/ debenture]:
Fixed Deposit 2[debenture] Receipt No. and date (Photostat copy to be enclosed):
Terms and Conditions of Deposit 2[debenture] as also date of Maturity of Deposit 2[debenture]:
Details of payment made, by the company, if any:
Actual amount due as on date of application (Principal/interest):
Details of correspondence, if any, made between the company and the Depositor 2[or deben-
ture holder] (copy of correspondence to be enclosed):
(x) Any other particular(s) as may be considered relevant:
The Depositor 2[1 debenture holder] applicant, therefore, prays:-
(i) that the company, above named be directed to make repayment of the aforesaid Deposit(s) 2[/
debenture(s)] along with interest due thereon in accordance with the Terms and Conditions of
the Deposit:
(i0 that such further orders be passed as the Company Law Board may deem fit in the circum-
stances of the case.
(Signature of the Depositor 2[1 debenture holder] applicant)
Place ... .. ..... ....... .
Date ... .... .... .. ... .
* Delete whichever is not applicable.
3[Note: I. The application shall be accompanied by a fee of rupees fifty only by way of bank draft
or bankers cheque in favour of the "Pay and Accounts Officer, Ministry of Corporate Af-
fairs, New Delhi or Mumbai or Kolkata or Chennai as the case may be".]
2. This application shall be made in duplicate.
1. Subs. by CLB (Amendment) Regulations, 1997 vide GSR 433(El, dated 1-8-1997.
2. Ins. by Amendment Regulations, 200 I, vide GSR 437(E), dt. 15-6-200 I.
3. Subs. by CLB (Amendment) Regulations, 2008, vide 185(El dated 17-3-2008. w.eJ. 1-4-2008 for the following:
"I. The application shall be accompanied by a fee of RuJ.'C"s Fifty, by way of Bank Draft in favour of 'The Pay
and Accounts Officer, Department of Company Affaus, New Delhi/Bombay/ Calcuna/Madras."
n 4
I)
IN
]
>en-
) '[I
s of
um-
ant)
raft
AI-
g:
'ay
The Company Law Board Regulations, J99J-Annex. II-Form 5 App.3 6723
1 [FORM NO. 5
[See regulation 18(3)]
Memorandum of appearance
To
The Bench Officer,
Company Law Board, ..... ..... ..... . Bench
In the matter of ................. Petitioner.
v .
... ... ..... ... Respondent
(C.P. No .... ..... of 199 ..... )
Sir,
Please take notice that I, AB, Secretary in whole-time practice/practising Chartered Account-
ant/practising Cost & Works Accountant, duly authorised to enter appearance, and do hereby enter ap-
pearance, on ~ h a l f of .. ........ ..... : .. petitioner/opposite partylRegistrarlRegional Director/ Goverrunent of
................ ... .... m the above-mentIOned petItIOn.
'A copy of the resolution passed by the Board of Directors authorising me 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.
Dated ...... ... day of .................. 19 .... .
Enclosure: as aforesaid
'Strike out if not applicable.
1. Ins. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.
Yours sincerel y,
Address:
Tele No.: .................... ]
I
I I
I
.-
6724
S.
No.
(I)
I.
2.
3.
4.
App.3 The Company Law Board Regulations, 1991-Annex. 1IJ
ANNEXURE-III
DOCUMENTS TO BE ATTACHED WITH A PETITION
(See Regulations 18 and 34)
Section of
the Act
(2)
17(2)
18(4)
19
43
Nature of petition
(3)
Petition for
alteration in Memoran-
dum of Association as to
change of place of the
registered office from
one State to another or
with respect to objects
of a company.
Application for exten-
sion of time for filing
documents for registra-
tion of alteration.
Application for revival
of order made under
Section 17.
Petition praying for relief
from consequen= of
failure to comply with
conditions constituting it a
private company.
Enclosures.to petition
(4)
_ 1. Copy of the memorandum and articles
of association.
2. Copy of the notice calling for the
meeting with Explanatory Statement.
3. Copy of the Special Resolution sanc-
tioning the alteration by the members
of the company.
4. Copy of the nlinutes of the meeting at
which the Special Resolution was passed .
. - 5. Affidavit verifying the petition .
. _ 6. Bank draft evidencing payment of
application fee.
_ 7. Memorandum of appearance with copy
of the Board Resolution or the executed
Vakalatnama, as the case may be.
- 8. Copy of the latest audited balance-
sheet with the profit and loss account
of the company with auditor's report
and directors' report.
9. Affidavit proving despatch and service of
notice together with newspaper cuttings.
10 Affidavit verifying list of creditors as
per regulation 36(7).
_ 1 I. Acknowledgement receipts from the
Registrar of Companies/Regional Di-
rector and/or from the Chief Secretary
of the State Government/Administra-
tor, where applicable (See regulation
14(3) [and 36(2))].
I. Application supported by affidavit.
2. Bank draft evidencing payment of
application fee.
I. Application duly supported by affidavit.
2. Bank draft evidencing payment of
application fee.
I. Copy of the memorandum and articles
of association.
2. Copy of the 'documents showing that
the default has been corrunitted in
complying with tbe conditions laid
down in clause (iii) of sub-section (I)
of Section 3.
3. Affidavit verifying the petition.
4. Bank draft evidencing payment of
application fee.
Inserted by the Amendment Regulations, 1992, vide GSR 492(E), dated 14-5- 1992.
lJ[
the
nc-
ers
. at
ed.
of
'py
ted
ce-
unt
IOrt
lof
;s.
as
the
Di-
ary
tra-
ion
of
viI.
of
: les
that
in
laid
(I)
of
The Company Law Board Regulations, I99I-Annex. III App.3 6725
5.
6.
3[6A
7.
S.
(2)
49(10)
2[5SA(9) 3[or
Il7C] or Sec.
45QA of the
RBI Act,
1934]
5SAA
79(2)
SOA(I)
Proviso
(3)
Petition to direct the
company to allow an
immediate inspection of
Register of investments,
if the inspection is re-
fused.
'[Application to direct
the company to make
repayment of the ma-
tured deposits or de-
bentures.
Petition to intimate the
default in making re-
payment of the matured
deposits from small
depositors and interest
thereon.
Petition to sanction issue
of shares at a di scount.
Petition to give consent to
issue of further redeemable
preference shares in lieu of
irredeemable preference
shares.
(4)
5. Memorandum of appearance with copy of
the Board Resolution or the executed Va-
kalatnruna, as the case may be.
I. Documentary evidence, if any, showing
the refusal on the part of the company to
allow inspection of the Register of in-
vestments.
2. Affidavit verifying the petition.
3. Bank draft evidencing payment of appli-
cation fee.
4. Memorandum of appearance with copy of
the Board Resolution or the executed Va-
kalatnama, as the case may be.
5. Any other relevant correspondence ex-
changed in the matter with the company.
6. Acknowledgment receipt from the Reg-
istrar of Companies (see Regulation
'[14(3)]).
I. Copy of the deposit receipt.
2. Copy of the correspondence exchanged
with the company .
3. Bank draft evidencing payment of appli-
cation fee.
I. Names and addresses of the officers of
the company.
2. Full detail s of small depositors such as
names, addresses, runount of deposits,
rate of interest, dates of maturity and
other terms and conditions of deposits.
3. Reasons for non-payment or late payment.
4. Annual reports for the last three years.
5. Projection and cash flow statement for the
next three financial years duly certified by
statutory auditors of the company;]
I. Copy of the memorandum and articles
of association.
2. Copy of the notice calling for the meet-
ing with Explanatory Statement and the
Resolution sanctioning issue.
3. Copy of the minutes of the meeting at
which the resolution was passed.
4. Copies of the last three years audited bal-
ance-sheets and profit and loss accounts,
auditor's reports and directors' reports.
5. Affidavit verifying the petition.
6. Bank draft evidencing payment of appli-
cation fee.
7. Memorandum of appearance with copy of
the Board.Resolution or the executed Va-
kalatnama, as the case may be.
I . Copy of the memorandum and articles
of association.
2. Documents showing the terms of issue
of the existing preference shares.
3. Copy of the Board Resolution and reso-
lution of general meeting for issue of
further redeemahle preference shares.
1. Subs. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.
2. Subs. by CLB (Amendment) Regulations, 1997 vide GSR 433(E), dated 1-8-1997.
3. Ins. by Amendment Regulations, 2001, vide GSR 437(E), dt. 15-6-2001.
4. SUbs. by Amendment Regulations, 2001 , vide GSR 437(E), dt. 15-6-2001.
I,.
I' 'I'
i :"-
t;
I .
j
I
6726 App.3
The Company Law Board Regulations, 1991-Annex. l/[
- ( - 1 ) - - - - ~ ( ~ 2 ) - - - - - - - - ~ ( 3 ~ ) - - - - - - - - - - - - - - - - - - ~ ( 4 ~ ) - - - - - - - - - - - -
9.
10.
'[ I I I
IlIA]
I l3(l)
or Petition for rectification
of Register of Members
on any ground including
refusal of registration of
transfer/transmission of
shares/debentures by the
company.
Petition for extending
the period for delivery
of the certificates of
debentures.
4. Copy of the latest audited balan;:-
sheet and profit and loss account of the
company with auditor's report and di-
rectors' report.
5. Affidavit verifying the petition.
6. Bank draft evidencing payment of
application fee.
7. Memorandwn of appearance with COpy
of the Board Resolution or the executed
Vakalatnama, as the case may be.
Where the company is the petitioner
I. Copy of the memorandum and articles
of association.
2. Latest audited balance-sheet and profit
and loss account, auditor's report and
directors' report.
3. Authenticated copy of the extract of
the Register of Members.
4. Copy of the resolution of the Board Or
Committee of Directors (where appli-
cable).
5. Any other relevant documents.
6. Affidavit verifying the petition.
7. Bank draft evidencing payment of
application fee.
8. Memorandum of appearance with copy
of the Board Resolution or the executed
Vakalatnama, as the case may be.
9. Two extra copies of the petition.
Where the petition is made by any other person.
I . Documentary evidence in support of
the statements made in the petition in-
cluding the copy of the letter written
by the petitioner to the company for
the purpose of registering the transfer
of, or the transmission of the right to,
any shares or interest in, or debentures
as also a copy of the letter of refusal of
the company.
2. Copies of the documents returned by
the company.
3. Any other relevant documents.
4. Affidavit verifying the petition.
5. Bank draft evidencing payment of
application fee.
6[6. Memorandum of appearance with a
copy of the Board's resolution or the
executed Vakalatnama, as the case
may be.]
7. Two extra copies of the pelition.
I. Copy of the letter of allotment issued
by the company.
2. Copy of the instrument of transfer.
3. Copies of the resolutions of the Board
allowing the transfer and/or seeking
extension.
5. Subs. by CLB (Amendment) Regulations, 1997, vide GSR 433(E), dated 1-8-\997.
6. Subs. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), daled 14-5-1992.
III
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>y
xl
es
fit
Id
of
or
li-
of
of
n-
en
or
er
:0,
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of
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se
,d
d
g
The Company Law Board Regulations, 1991-Annex. III
App_ 3 6727
(1)
(2)
11. 113(3)
'[11A 117B(4)
12. 1I8(3)
13. 141(1) and
(3)
(3)
Petition for non-
compliance of sub-
section (1) of Section
113 providing time-limit
for issue of share/de-
benture certificates.
Petition to intimate the
default in making re-
payment of the matured
debentures and interest
thereon.
Petition for fumishing
copy of trust deed to
person requiring it.
Petition for extension of
time or condonation of
delay in filing the par-
ticulars of a charge or
modification of a charge
or limitation of payment
or satisfaction of a
charge with the Regi s-
trar of Companies.
(4)
4. Affidavit verifying the petition.
5. Bank draft evidencing payment of appli-
cation fee.
6. Copy of the latest audited balance-sheet
and profit and joss account together with
auditor's report and directors' report.
7. Memorandum of appearance with copy
of the Board Resolution or the executed
Vakalatnama, as the case may be.
I. Copy of the letter of allotment issued by
the company.
2. Documentary evidence for the lodgment of
shares or debentures for transfer, if any.
3. Copy of the notice served on the com-
pany requiring it to make good the de-
fault in complying with the requirements
of sub-section (I) of Section 113.
4. Any other correspondence.
5. Affidavit verifying the petition.
6. Bank draft evidencing payment of appli-
cation fee.
7. Memorandum of appearance with copy
of the Board Resolution or the executed
Vakalatnama, as the case may be.
I. Names and addresses of the officers of
the company.
2. Full details of debenture holders such as
names, addresses, amounts, rate of in-
terest, dates of maturity and other terms
and conditions of the debentures.
3. Reasons for non-payment or late payment.
4. Annual reports for the last three years.
S. Copy of the prospectus issued at the time of
issue of debentures.
6. Copy of the trust deed. J
I. Copy of the letter written to the com-
pany for the issue of trust deed.
2. Copy of the letter of refusal, if any,
issued by the company.
3. Affidavit verifying the petition.
4. Bank draft evidencing payment of appli-
cation fee.
8[5. Memorandum of appenrance with a copy
of the Board's resolution or the executed
Vakalatnama, as the case may be.]
1. Copy of the agreement creating/modi-
fying the charge, as the case may be.
. 2. Copy of the resolution envisaged by
Section 292(1)(b) or (e) and Section
293(1) 8[( d)], as may be applicable.
3. 9[* * * * *]
4. Affidavit verifying the petition.
5. Bank draft evidencing payment of appli-
cation fee .
. 6. Memorandum of appearance with copy
of Board Resolution or the executed
Vakalatnama, as the case may be.
7. Ins. by Amendment Regulations, 2001, vide GSR 437(E), dl. 15-6-2001.
8. Subs. by CLB (Amendmenl) Regulations, 1992 vide GSR 492(E), dated 14-5- 1992.
9. Omitted by CLB (Amendment) Regulalions, 1992 vide GSR 492(E), dated 14-5 [992.
6728 App.3
(1) (2)
14. 144(4)
15. 163(6)
16. 167
17. 186
18. 188(5)
19. 196(4)
20. 219(4)
The Company Law Board Regulations, 1991-Annex. IIJ
(3)
Petition to direct In-
spection of copies of
instrument creating
charge or register of
charges.
Petition to direct In-
spection of registers and
returns or to furnish the
copies thereof to the
person requiring it.
Application for directing
to caU annual general
meeting.
Application for ordering
for calling of general
meeting (other than
annual general meeting).
Application for order as
to whether the rights
conferred are being
abused to secure needless
publicity for defamatory
matter and to order com-
pany' s costs to be paid in
whole or in part by the
requisitionists.
Petition to pass an order
directing immediate ins-
pection of minute books
or directing a copy
thereof be sent forthwith
to person requiring it.
Petition to pass an order
directing that a copy of
balance-sheet and audi-
tor's report demanded
(4)
I. Documentary evidence, if any, Showing-
the refusal of the company to give in-
spection to the petitioner.
2. Affidavit verifying the petition.
3. Bank draft evidencing payment of appli-
cation fee.
'[4. Memorandum of appearance with a
copy of the Board's resolution or the
executed Vakalatnama, as the case may
be.]
I. Documentary evidence, if any, showing
the refusal of the company to give in-
spection to the petitioner.
2. Affidavit verifying the petition.
3. Bank draft evidencing payment of appli-
cation fee.
'"[4. Memorandum of appearance with a
copy of the Board's resolution or the
executed Vakalatnama, as the case may
be.]
I . Affidavit verifying the application.
2. Bank draft evidencing payment of appli-
cation fee.
I. Documentary evidence in proof of status
of the applicant.
2. Affidavit verifying the petition.
3. Bank draft evidencing payment of appli-
cation fee.
'[4. Memorandum of appearance with a
copy of the Board's resolution or the
executed Vakalatnama, as tbe case may
be.]
I. Affidavit verifying the petition.
2. Bank draft evidencing payment of appli-
cation fee.
3. Memorandum of appearance or duly
executed Vakalatnama. .
I. Documentary evidence, if any, showing
the refusal of the company to give in-
spection to the petitioner.
2. Affidavit verifying the petition.
3. Bank draft evidencing payment of appli-
cation fee.
4. Memorandum of appearance with coPY
of Board Resolution or the executed
Vakalatnama, as the case may be.
I. DocHmentary evidence, if any, showing
the refusal of the company to give in-
spection to the petitioner.
10. Subs. by CLB (Amendment) Regulations, 1992, vide GSR 492(E), dated 14-51992.
III
-
-
19
n-
li-
a
he
. ay
ng
tn-
lli-
a
the
lay
pli-
tus
pli-
a
the
nay
'pli-
luly
ving
! in-
)pli-
opy
lted
The Company Law Board Regulations, I 99 I-A nnex. III App.3 6729
21.
22.
23.
24.
(2)
22S(3)
proviso
23S(2)
2S0
284(4)
(3)
be fumished forthwith to
person concerned.
Petition to decide as to
whether right of auditors
to get their representa-
tion circulated and
read out at meeting is
being abused to secure
needless publicity for
defamatory matter and
to order company's
costs on an application
to be paid in whole or in
part by retiring auditors.
Petition to declare by an
order that affairs of a
company be investigated
by inspector(s).
Complaint by any per-
son for linding out facts
about certain shares.
Petition to decide as to
proviso whether the
right of a director to get
his representation cir-
culated and read out at
meeting is being abused
to secure needless pub-
licity for defamatory
matter and to order
company's costs on
application to be paid in
whole or in part by such
director.
(4)
2. Affidavit verifying the petition.
3. Bank draft evidencing payment of appli-
calion fee.
4. Memorandum of appearance with copy
of the Board Resolution or the executed
Vakalatnama, as the case may be.
I. Documentary evidence, if any, showing
the refusal of the company to give in-
spection to the petitioner.
2. Affidavit verifying the petition .
3. Bank draft evidencing payment of appli-
cation fee.
4. Memorandum of appearance with copy
of the Board Resolution or the executed
Vakalatnama, as the case may be.
I. Documentary andlor other evidence in
support of the statements made in the
petition, as are reasonably open to tbe
petitioner(s).
2. Documentary evidence in proof of the
eligibility and status of the peti-
tioner(s) with the voting power held by
each of them.
3. Affidavit verifying the petition .
4. Bank draft evidencing payment of
application fee.
S. Memorandum of appearance with copy
of the Board Resolution or the executed
VakaJatnarna, as the case may be.
6. Three extra copies of the petition.
\. Documentary evidence, if any, in sup-
port of the complaint.
2. Affidavit verifying the complaint
3. Bank draft evidencing payment of
application fee.
"[4. Memorandum of appearance with the
copy of the Board's resolution or the
executed Vakalatnama, as the case
may be.]
)2[S. Three extra copies of the petition.]
I. Documentary evidence, if any, show- '
ing the refusal of the company to give
inspection to the petitioner.
2. Affidavit verifying the petition.
3. Bank draft evidencing payment of
application fee.
4. Memorandum of appearance with copy
of the Board Resolution or the exe-
cuted VakaJatnama, as. the case may
be.
11. Subs. by CLB (Amendment) Regulations, 1992, vide GSR 492(E), dated 14-5- 1992.
12. lns. by ibid.
, ,
' r '
I" , '
,. ,
I ,
I'
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6730
(1)
25.
26.
27.
28.
App.3
(2)
304(2)(b)
307(9)
397,398,
399(4),400,
401,402,
403,404,
405.
407(1)(b)
The Company Law Board Regulations, J99J-Annex. lIJ
(3)
Petition to pass an order
directing immediate
inspection of register
maintained under Sec-
tion 303.
Petition to pass an order
directing immediate
inspection of register
maintained under the
section.
Petition to exercise
powers III connection
with prevention of op-
pression andlor misman-
agement.
Petition to grant leave
for an appointment of
Managing Director or
manager whose agree-
ment has been termi-
nated or set aside pro-
vided notice has been
served on Central Gov-
ernment.
(4)
I. Documentary evidence, if any, show:-
ing the refusal of the company to give
inspection to the petitioner.
2. Affidavit verifying the petition.
3. Bank draft evidencing payment of
application fee.
4. Memorandum of appearance with copy
of the Board Resolution or the executed
Yakalatnama, as the case may be.
I. Documentary evidence, if any, show-
ing the refusal of the company to give
inspection to the petitioner.
2. Affidavit verifying the petition.
3. Bank draft evidencing payment of
appl ication fee.
4. Memorandum of appearance with copy
of the Board Resolution or the executed
Yakalatnama, as the case may be.
I. Document andlor other evidence III
support of the statements made in the
petition, as are reasonably open to the
petitioner(s).
2. Documentary evidence in proof of the
eligibility and status of the peti-
tioner(s) with the voting power held by
each of them.
3. Where the petition is presented on
behalf of members, the letter of Con-
sent given by them.
4. Statement of particulars showing
nanles, addresses, number of shares
held and whether all calls and other
monies due on shares have been paid
in respect of members wh0 have given
consent to the petition being presented
on their behalf.
5. Where the petition is presented by any
member or members authorised by the
Central Government under section
399(4), the order of the Central Gov-
ernment . authorising such member or
members to present the petition shall
be similarly annexed to the petition.
6. Affidavit verifying the petition.
7. Bank draft evidencing payment of
application fee.
8. Memorandwn of appearance with copy
of the Board Resoluti0n or the executed
Yakalatnanla, as the case may be ..
9. Three spare copies of the petition.
I. Documentary andlor other evidence in
support of the statements made in the
petition, as are reasonably open to the
petitioner(s).
2. Documentary ,eviderice in proof of the
. eligibility and status of tlie peti-
tioner(s) with the voting power held by
each of them,
r. /IJ
--
--
10W_
give
t of
:opy
:uted
IOW-
give
of
:opy
uted
~ in
the
, the
. the
>eti-
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on
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ling
ares
ther
)aid
ven
lted
any
the
tion
!ov-
. or
hall
of
Dpy
Ited
: in
the
the
the
:ti-
by
The Company Law Board Regulations, 1991-Annex. III App.3 6731
(1)
29.
30.
31.
(2)
408( I), (2)
and (5)
409(1)
614(1)
(3)
Petition to decide
whether it is necessary
to appoint Government
directors on the Board of
directors and to advice
Central Government
accordingly.
Petition to prevent
change in Board of Di-
rectors likely to affect
company prejudicially.
Petition to pass an order
directing a company to
make good the default
from its failure to make
returns, etc., to the Reg-
istrar of Companies.
(4)
3. Where the petJtlOn is presented on
behalf of members, the letter of con-
sent givcn by them.
4. Statement of particulars . showing
names, addresses, number of shares
held and whether all calls and other
monies due on shares have been paid
in respect of members who have given
consent to the petition being presented
on their behalf.
5. Whether the petition is presented l:y
any member or members authorised by
the Central Government under section
399(4), the order of the Central Gov-
ernment authorising such member or
members to present the petition shall
be similarly annexed to the petition.
6. Affidavit verifying the petition.
7. Bank draft evidencing payment of
application fee.
8. Memorandum of appearance with copy
of the Board Resolution or the exe-
cuted Vakalatnama, as the case may
be .
I. Documentary and/or other evidence in
support of the statements made in the
petition, as are reasonably open to the
petitioner(s).
2. Documentary evidence in proof of the
eligibility and status of the peti-
tioner(s) with the voting power held by
each of them.
3. Affidavit verifying the petition.
4. Bank draft evidencing payment of
application fee.
5. Memorandum of appearance with copy
of the Board Resolution or the exe-
cuted Vakalatnama, as the case Illay
be.
6. Three spare copies of the petition.
I. Documentary and/or other evidence in
support of the statements made in the
petition, as are reasonably open to the
petitioner(s).
2. Documentary evidence in proof of the
eligibility and status of the peti-
tioner(s) with the voting power held by
each of them.
3. Affidavit verifying the petition.
4. Bank draft evidencing payment of
application fee . .
5. Memorandwn of appearance with copy
of the Board Resolution .or the executed
Vakalatnama, as the case may be.
6. Three extra copies of the petition.
I. Copy of the notice served on the com-
pany to make good the default.
2. Documentary evidence as to the serv-
ice of notice.
3. Affidavit verifying the petition.
6732
(1)
32.
33.
App.3
(2)
B[* * * * *
2A of the
Monopolies
Act.
The Company Law Board Regulations, 1991-Annex. llJ
(3)
** ******** ***
Petition for determina-
tion of any question
of group, interconnec-
tion or same manage-
ment in accordance with
the provisions of section
2A of the Monopolies
Act.
(4)
4. Memorandum of appearance with copy-
of the Board Resolution or the exe-
cuted Vakalatnama, as the case may
be.
S. Bank draft evidencing payment of
application fee.
* * *J
I . Documentary evidence, in support of the
statements made in the petition, as are
reasonably open to the petitioner(s).
2. Affidavit verifying the petition.
3. Bank draft evidencing payment of
application fee.
4. Three extra copies of the petition.
Note: Copy of each document, as specified above, should be authenticated or certified to be true copy.
13. Serial No. 32 relating to s. 22A(4)(c) of the Securities Act omitted by the CLB (Amendment) Regulations, 1997
vide GSR 433(E), dated 18-1997.
7
The Company Law Board Regulations, 1991-Circular App.3 6733
RELEVANT CmCULAR
(1)
Order, dt. J4/09/2009.-In continuation of order No. 6/8/2009 and in partial modification of the Order
of even number dated 25-3-2008 the names of the Members in para I(a) be read as follows:
1. Shri S. Balasllbramanian, Chairman
2. Shri K.K. Balu, Vice Chairman
3. Smt. Vimla Yadav, Member (Technical)
4. Shri Kanthi Narahari , Member (Juclicial)
5. Shri V.S. Rao, Member (Technical)
6. Shri. R. Vasudevan, Member (Teclnucal)
Other provisions of the aforesaid order remain unaltered.
2. This Order shall come into force with immediate effect. [File No. IO/4312005-CLBj
(2)
Office Order, dt. 15-9-2009.-1n supersession of earlier Office-Order dated 9-6-2009, it is to be stated
that Company Law Board, New Delhi is in the process of shifting from Shastri Bhawan to Paryavaran
Bhawan, CGO Complex 3" Floor, B-Block Paryavaran Bhawan, New Delhi- I IO 003. Filing of new peti-
tions and receiving of all other allied documents shall be made in the ground floor (Reception Counter) of
Paryavaran Bhawan, CGO Complex on and from I" October, 2009 and hearing shall be taken up by the
Benches at the 3rd Floor of Paryavaran Bhawan, CGO Complex with effect from 5th October, 2009.
AIl the Bench Officers of this Board are directed to bring this to the notice of all the professionals ap-
pearing before the Benches.
A copy of this order shall be communicated to all concerned as per standard list for their information.
[File No. J6/J/08-CLB (PI. 1)]
(3)
Intimation regarding installation of telephones in Company Law Board
at Paryavaran Bhawan, CGO Complex, New Delhi
3rd Floor, B-Block, Paryavaran Bhawan,
CGA Complex, Lodhi Road, New DelIti- I 10003
Telephone No. 24363667
Dated 26-10-2009.-Consequent upon shifting of Company Law Board from Shastri Shawan to 3rd
Floor, B-Block, Paryavaran Bhawan, COO Complex, New DelIti the telephone numbers of the offi-
cerslBenches have changed. The following are the new telephones numbers:- .
1. Hon'ble Chairman 2 4 3 6 6 1 ~ 6
2. Hon'ble Member 24366124
3. Secretary 24363451
4. U ndec Secretary 24363667
5. Bench Officer(RPS & RK) 24366123
6. Bench Officer (VNS) 24366125
7. CLB Bench
24369753
8. Section Officer 24363797
9. Fax No. 2436 1235
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6734 App.3
The Company Law Board Regulations, 1991-Circular
(4)
Circular No. 1OIS812010-CLB, dated 14-6-2010.-1. It has been noticed that inspite of repeated ver
bal directions from the Bench, in CLB Principal Bench as well as in New Delhi Bench, the Peti-
tions/ Applications filed under various sections of the Companies Act, 19561 Company Law Board
Regulation, 1991 are not accompanied by proper pagination and a brief synopsis indicating page num-
bers.
2. The matter has been examined and discussed and it is decided with leave of the Competent Author-
ity that henceforth each Petition!Application being filed by the Party, shall invariably contain a brief
synopsis and list of dates and also the reference to the page number of the documents upon which reli -
ance is sought to be placed.
3. It is also therefore clarified and brought to the notice of all concerned that unless a brief synopsis
with the list of dates having proper pagination is filed along with petition! application, the same shall not
be entertained/listed.
4. This order shall come into force w.e.f. 1st July, 2010. All concerned are requested to comply with
the above requirements.
This issues with the approval of the Hon'ble Chainnan, CLB.
Question
Answer
(5)
Frequently Asked Questions(FAQs)
What is the procedure of rtling an application for non-payment of matured deposits by a
company (NBFC & non-NB FC) before the Company Law Board?
(a) Fonn No.4 prescribed under the Company Law Board Regulations, 1991 is to be
filed in duplicate alongwith photocopy of Fixed Deposit Receipt issued by the com-
pany with the Company Law Board Benches at New DelhilMumbai I Chennail Kol-
kata ..
(b) A demand draft of Rs. 501- duly drawn in favollT of "The Pay & Accounts Officer,
Ministry of Corporate Affairs" payable at New DelhilMumbai I Kolkata I Chennai
as the case may be attached with the above said form No, 4.
(c) Separate Fonn No.4 along with demand draft of Rs. 501- is to be filed by each de-
positors.
(d) If a depositor have more than one deposit in hislher name in one company only one
fonn NO.4 is required.
(e) Jurisdiction of Bench is according to the situation of the registered office of the
company and cases will be entertained by the Bench in respect of company whose
registered office is situated within the jurisdiction of that Bench as indicated be-
low:-
S. No. Bench StateslUnion Territories
1. Kolkata Bench, States of Arunachal Pradesh, Assanl,
Company Law Board, Bihar, Manipur, MeghaJaya, Nagaland,
9, Old Post Office Street, Orissa, Sikkim, Tripura, West Bengal,
Kolkata. Jharkhand and Union Territories of
Andaman and Nicobar Island and
Miz0ram.
2. New Delhi Bench, NCT of Delhi, State of Haryana,
Company Law Board, Himachal Pradesh, Jammu & Kashmir,
3rdFloor, B- Block, Punjab, Rajasthan, Uttar Pradesh,
Paryavaran Bhawan, UttaranchaJ and Union Territory of
e.G.O. Complex, Chandigarh.
Lodhi Road,
New Delhi-I 10003.
3. Chennai Bench, States of Andhra Pradesh, Karnataka,
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The Company Law Board Regulations, 1991-Circular App.3 6735
Question
Answer
Question
Answer
S. No. Bench StateslUnion Territories
Company Law Board, Kerala, Tamil Nadu and Union
Corporate Bhawan Territories of Pondicherry and
(UTI Building), 3rd Floor, Lakshadweep Island.
No. 29, Rajaji Salai,
Chennai- 600 00 I.
4. Mumbai Bench, States of Goa, Gujrat, Madhya Pradesh,
Company Law Board, Maharashtra, Chhattisgarh and [Union
NTC House, Tenitories of Dadra and Nagar Haveli
Narottam Morarjee Marg, and Damman and Diu]
Ballard Estate,
Mumbai- 400 038.
What action is required if company do not make payment in compliance of CLB 's order?
(a) In case of non compliance of CLB Orders by NBFC a cOI,lplaint is to be lodged by
the Depositors with the office of RBI in the State where the registered office of the
company is situated.
(b) In case of non compliance of CLB Orders by other companies complaints are to be
lodged with the ROC of the State in which the registered office of the company is
situated.
What is the procedurel requirement for filing a petition/ application U/S 397/398 of the
Companies Act, 1956?
The requirement of filing a petition/application uls 397/398 of the Companies Act, 1956
are as under:-
I. The petitioners must satisfy the requirement of section 399 of the Companies Act,
1956 i.e. for a company limited by shares the petitioners must constitute either 100
members or one-tenth of the total number of the members of the company which-
ever is less or the petitioners must hold one-tenth of the issued share capital of the
company and in the case of a company not having a share capital the petitioners
must constitute one-fifth of the total number of its members.
II. In case where the number of the persons required to satisfy (i) above and to be
made petitioners is large in number, anyone or more of them having obtained the
consent in writing of the rest may make the petition/application on behalf and for
the benefit of aJI of them.
iii. The Central Govemment may authorise any member or members of the company
to apply under Section 397/398 even if (I) above is not satisfied.
IV. In case the members complaining do not satisfy I above they may apply to the
Central Government, who may, if in its opinion circumstance exist which make it
just and equitable to do so, authorize the members of the company to apply to the
Company Law Board u/s 397/398 notwithstanding that the requirement of I above
are not fulfilled.
v. The petition/application has to be drawn on substantial paper of full scape size in
double space as required under regulation II and 16 of the Company Law Board
Regulation 1991.
vi. The petition has to be drawn in fonn No.1. as prescribed under Company Law
Board Regulation 1991.
vii. Requisite fee towards a petition i.e. Rs. 5,000/- and Rs. 501- towards application
by way of demand draft drawn in favour of "Pay & Accounts Officer, . Ministry of
Corporate Affairs, New Delhi/KolkatalMumbai/Chennai" has to be remitted.
viii Petition! Application has to be accompanied by affidavits verifying the peti-
tionl\application from all the petitioners drawn on non-judicial stamp paper of
requisite value duly attested by Notary publici Oath Commissioner in accordance
with regulation 14(8) & (9) of the Company Law Board Regulation 1991.
ix. The petitionlapplication has to be served on the concerned Registrar of Companies
and Regional Director, Ministry of Corporate Affairs and on all the respondents
and evidence of service be produced.
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6736 App.3 The Company Law Board Regulations, 1991-Circular
x. The petition/application alongwith annexures duly paginated and serially num_
bered with proper index and required to be bound properly in the paper book.
Xl. Where the petition is filed by the authorised representative, Memorandum of
Appearance is to be appended and in case of an advocate, a duly executed Vaka-
latnama should be filed.