APPENDIX 3

 

COMPANY LAW BOARD REGULATIONS, 1991

 

In exercise of the powers by sub-section (6) of section 10E of the Companies Act, 1956(1 of 1956), the Company Law Board hereby makes the following regulations, namely:-

 

CHAPTER I

 

PREMILINARY

 

1. Short title, commencement and interpretation.---(1) These regulations may be called the Company Law 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), applies to the interpretation of these regulations as it applies to the interpreations of a Central Act.

 

2. Definitions.--- (1) In these regulations, unless the context otherwise requires,----

 

(a) “Act” means the Companies Act, 1956 (1 of 1956)

(b) “Annexure” means an Annexure  to these regulations;

(c) “Application” means an application by which an interlocutory proceeding is commenced before a Bench;

(d) “Authorized representative” means a person authorized 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 and a member sitting singly ;)

(f) “Bench Officer” means an officer notified by the Board for the purpose of---

(i) receiving, examining and processing of applications; and

(ii) performing such other functions as may be entrusted to him by or under regulations;

(g) “Board” means the Board of Company Law Administration, constituted under section 10E of the Act;

(h) “Certified” means, in relation to a copy, certified as provided in section 76 of the Indian Evidence Act, 1872 (1 of 1872);

(i) “Chairman” means Chairman of the Board;

(j) “Company” includes a non-banking financial company as defined in clause (f) of section 45-I 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;

(l) “Form” means a form specified in Annexure II ;

(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 Practices Act, 1969 (54 of 1969) ;

(o) “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 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 these regulations;

(s) :Regional Director” means a person appointed by the Central Government as a Regional Director for the purpose of the Act;

(t) “Register” means  Register of Companies appointed under the Act;

1. Published by Notification No. G.S.R. 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. Subs. by Amendment Regulations, 1997 vide GSR 433(E). dated 1-8-1977.

(u) “Sealed” means sealed with the seal of the ‘Board’ or ‘Bench’;

(v) “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) ( * * * * * )

(y) “Vice Chairman” means Vice Chairman of the Board).

(2) Words or expenses occurring in these regulations and not defined in sub-section (1) shall bear th same meaning as in the Act.

 

CHAPTER II

 

GENERAL

 

3. Composition of Benches of the Board.----(1) Subject to regulation 4, every Bench of the Board formed under sub-section (4B) of section 10E may consist of one or more members.

 

(2)The order of the Chairman forming any Bench shall specify therein the powers which shall be exercise 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 mater affecting the final disposal of the petition before any other member of the Bench who is present.

 

4. Power of the Chairman to specify matters which may be dealt with by a bench.---(1) It shall be lawful for the Chairman to provide that matters falling under section 235, 237, 247, 248, 250, 388B. 408 and 409 and matters falling under Chapter VI of the Act and under section 2A of the Monopolies Act shall be dealt with by a Bench consisting of not less than two members including the Chairman of the Vice-Chairman (which shall be known as the 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.

 

(3) It shall be lawful for the Chairman to provide for matters falling under (sections 111, 111A and 269 of the Act) and under section 22A of the Securities act shall be dealt with by a Bench consisting of not less than two members.

 

(4) All other matters including interlocutory and miscellaneous applications connected with the matters falling under sub-regulations (1) and (3) of this 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 to the Principal Bench, for reasons to be recorded in writing.)

 

(5. Vacancy in the office of the Chairman.-----* * * * )

 

(6. Inability of the Chairman to function.---* * * * )

 

7. Jurisdiction of the Bench.---(1) 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 regions where the Benches shall ordinary have their sittings are the Northern Region, the Southern Region, the Eastern Region and the Western Region, the States and Union Territories falling within each of such regions being States and Union Territories as provided in Annexure I to these regulations.

4. Omitted by Amendment Regulations, 1997 vide GSR 433(E), dated 1-8-1997.

5. Ins. by CLB Amendment Regulations, 1994 vide GSR 593(E), dated 2-5-1995 (w.e.f.25-7-1994).

6. Subs. by CLB Amendment Regulations, 195 vide GSR 374(E), dated 2-5-1995 (w.e.f. 2-5-1995) for the following:---

      4. Power of the Chairman to specify matters which may be dealt with by a Bench.---(1) It shall be lawful for the Chairman to provide that matters falling under sections 235, 237, 247, 248, 250, 388B, 408 and 409 and matters falling under Chapter VI of Part VI of the Act and under section 2A of the monopolies Act and all other matters incidental thereto shall be dealt with by a bench consisting of not less than two members including the Chairman or Vice Chairman (which shall be known as the 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.

(3) It shall be lawful for the Chairman to provide that maters falling under sections 111 and 269 of the Act and under section 22A of the Securities Act shall be dealt with by a Bench consisting of not less than two members and all other matters not falling under sub-regulations (1) and (3) of this regulation, including issuing of directors and interlocutory matters, may be dealt with by a Bench consisting of a single member:

Provided that, notwithstanding anything contained in Regulation 7, shall be lawful for the Chairman to transfer any matter pending before any Regional Bench, to the Principal Bench, for reasons to be recorded in writing.)

7. Subs. by Amendment Regulations, 1997 vide GSR 433(E), dated 1-8-1997.

8. Omitted by Amendment Regulations, 1995 vide GSR 374(E), dated 2-5-1995 (w.e.f. 2-5-1995). Prior to its omission Regn. 5 stood as under :-

             ‘5. Vacancy in the office of the Chairman.--- If, for any reason, the Chairman is not appointed or a casual vacancy occurs in the office of the Chairman, the senior most member of the Board, holding office of member for the time being, shall discharge the functions of the Chairman until a person is appointed as the Chairman,’

9. Omitted by Amendment Regulations,, 1995 vide GSR 374(E), dated 2-5-1995 (w.e.f. 2-5-1995). Prior to its omission Regn. 6 stood as under :-

     ‘6. Inability of the Chairman to function.--- When the Chairman is unable to discharge the functions owing to absence, illness or any other cause, the senior most member of the Board, if so authorized by the Chairman, shall discharge functions of the Chairman until the day on which the Chairman resumes the charge of his functions.’

(3) The Benches shall ordinary have their sittings at Calcutta (Eastern Region), Bombay (Western Region), Madras (Southern Region) and New Delhi (Northern Region) :

 

Provided that the Bench may, at its discreation, hold its sittings in any other city or town falling within the region (or at any other place outside the region with the consent of the parties).

 

8. Language of the bench.--- (1) 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 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 appointed 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 ordinary be from 10.30a.m. to 1.30 p.m. and from 2.30p.m. to 4.30.p.m. on all working days except Saturday, Sunday and other public Holidays, subject to any general or special order made by the Chairman.

 

10. Bench to have seal of its own.—(1) 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 his direction or control.

 

(3) Every order or communication made. notice issued or certified copy granted, by a Bench shall be stamped with the seal of the concerned Bench and shall be authenticated by the Secretary of the Bench Officer, as the case may be.

 

11. Petitions, etc., to be in writing.---Every affidavit, application, reference or petition shall be 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 consecutively 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 according to the Gregorian Calendar, the corresponding date according to the Gregorian Calendar shall 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 relares.

 

13. General heading to be in Form No. 1 in Annexure II.--- The general heading in all proceedings whether original or interlocutory, and of advertisements and notices, shall be as on Form No. 1 in Annexure.

 

14. Procedure for filling petition.--- (1) Subject to the provisions of regulations 35 and 37, a petition to the Bench shall be prepaid in Form No. 1 in Annexure II and presented by the petitioner in person to the authorized representative to the office of the Bench or be sent by registered post with acknowledgment due addressed to the Secretary or bench Officer of the Bench concerned, as the case may be.

 

( (2) The petitioner shall serve a copy of the petition, reference or application on the respondent or respondents, as the case may be, and produce evidence of such service.)

 

Provided that where the number of respondents is more than five, the Secretary or Bench Officer may permit the petitioner to file extra copies of the petition at the time of issue of notice to the respondent.

(3) The petitioner shall serve a copy of the reference or petition other than a petition, under sections 49, 79, 80A, (111, 111A), 113, 118, 144, 163, 188, 196, 219, 225, 284, 304 and 307 of the Act ( * * * * * ), upon the concerned Registrar of Companies having jurisdiction over the company and shall attach to and present with his petition, reference an acknowledging from the office of the registrar of Companies 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 (1) 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 permission shall be granted where the joining of the petitioners by a single petition is specifically permitted by the Act.

 

(5) Every petition, other than an application under (sub-section) (9) of section 58A of the Act or under sub-section (2) of section 45QA of the Reserve bank of India Act,1934 (2 of 1934), ) 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-regulations (5) is sworn, he shall be identified by a person who is known to the person before whim the affidavit is sworn.

 

(7) Every affidavit under sub-regulation (5) shall clearly and separately indicate the statements which are true of 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 statement referred to in sub-regulations (7) is stated to be true to the information received by the deponent, the affidavit shall also include the name complete residential address of the person from whom the information has been received by the deponent and whether the deponent believes that information to be true.

 

15. Presentation and scrutiny of petition.---(1) The office of the Bench shall endorse on every petition the date on which it is presented.

 

(2) If,. on scrutiny, the petition is found to be in order, it shall be duly registered and given a serial number.

 

(3) If the petition, on scrutiny, is found to be defective and the defect noticed I 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 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 filed under regulation 37 shall set forth the name of the company, with its status, date of incorporation, the address of its registered office, authorized capital, paid-up capital with division of different classes of shares and terms of issue if any, in the case of preference shares, 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 petition 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 direction, except for condo nation of delay in filing the petition, if, in the original petition, the same is prayed for.

 

18. Documents to accompany the petition.—(1)A Petition shall be accompanied by documents as prescribed in Annexure III and shall be accompanied by an Index of Documents.

 

(2) Documents referred to in sub-regulation (1) may be attested by the (party or the authorized representative or the advocate ) and the documents shall be marked serially as Annexure A1, A2, A3 and so on.

 

(3) Where the petition is filed by the authorized representative, memorandum of appearance shall be appended to the petition (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.

 

19. Rights of  a party to appear before the Bench.—(1) Every party may appear before a Bench in person or through an authorized representative.

 

( (2) A party may, in writing, authorize an Advocate or a Secretary-in-whole-time practice or a practicing Chartered Accountant or practicing Cost and Works Accountant, to function as a representative of such party. A company may appoint and authorize its Director or Company Secretary to appear, in its behalf, in any proceeding before the bench. The Central Government, the Regional Director or the Registrar may authorize 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.

 

21. Service of notice and process issued by the Bench.—(1) 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;

(v) where the Central Government is party, through the Secretary of the concerned Ministry of Department or through Branch Secretariat of the Ministry of Law or through Standing Counsel of the Central Government ;

14. Subs. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.

15. Ins. by CLB (Amendment) Regulations, 1992  vide GSR 492(E) dated  14-5-1992.

(vi) Where the State Government is a party, through 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 authorized representative, where he appears by such representative or by prepaid registered post, acknowledgement 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 acknowledgement is not received, determine the question as to the sufficiency of 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.

 

(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 sub-regulations (1) to (6), where, for any reason whatsoever, it is not reasonably practicable to serve notice of petition on all the respondents, the notice may be served by public advertisement, as the Bench may in each case direct, (* * * * )

 

(8) The Bench shall, in such cases, determine who shall bear the cost of the public advertisement.

 

22. Filling of reply and other documents by the respondents.---(1)Each respondent intending to content 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 (1), the respondent shall specifically admit, deny or explain 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-regulations (1) shall be filed along with the reply and the same shall be marked as Annexure R1, R2, R3 and so on.

 

(4) The respondents shall also serve a copy of the reply along with the document mentioned in sub-regulation (1) duly attested to be true copies on the petitioner or his authorized representative, 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 may be necessary for the just decision of the case under sub-regulation (2) of regulation 22, the Bench may allow the petitioner to file a counter-reply to the reply filed by the respondent. The procedure laid down in regulation 22 shall apply, mutatis mutandis, to the filing of such counter-reply.

 

24. Power of the Bench to call for further information/evidence.---The Bench may, before passing orders on the petition, require the parties or any one or more of them, to produce such further documentary 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 purpose of enabling it to pass orders on the petition.

 

25. Procedure to be followed where any party does not appear.—(1) 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 dismiss the petition or the application for default or hear and decide the same ex party.

 

(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 dismissal 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 dated fixed for hearing or any other date to which such hearing may be adjourned, the petitioner appears but the 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 party.

 

(4) Where the petition has been heard ex party 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 served on him or them 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 party order against him or them on such terms as it thinks fit and shall appoint a date for proceeding with the petition:

 

Provided that where the ex party order is of such nature that it cannot be set aside as against one respondent only, it may be set aside as against all or any of the other respondents also :

 

Provided further that in cases covered by sub-regulation (7) of regulation 21, the Bench shall not set aside the ex party order merely on the ground that a shareholder or a creditor did not have the notice of the petition.

 

27. Review.---( * * * * * )

 

28.Substituion of legal representative.—(1) In the case of death of any party during the pungency 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 (1), 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.

 

29. Order of the Bench.—(1) Every order of the Bench shall be in writing, and shall be signed by the member or members constituting the Bench which pronounces the order.

 

( (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 majority :

 

Provided that where a matter is heard by a Bench consisting to an even number of Members and such members are divided equally in their opinion, it shall be placed before the Chairman who may himself deal 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 may be released for such publication on such terms and conditions as the Board may specify by general or special order :

 

(4) A copy of every interim order granting or refusing or modifying interim relief and final order passed on any petition or reference shall be communicated to the petitioner or the applicant and to the respondents and other parties concerned free of cost :

 

Provided that in the case of an order under section 17 confirming 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 document or proceeding, the same shall be supplied to him 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 take such order or give such direction as may be necessary or expedient to give effect to its orders or to prevent abuse of its 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.

 

30. Inspection of records and supply of certified copies.—(1) Records of every pending proceedings will be open, as of right, to the inspection of the parties or their authorized 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 b 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 right, at any tine 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

*The fee payable in terms 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. 1/10/88-CL Admn./90, dated 4-6-1991.

17.Regulation 27 omitted by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.

18. 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.

by whom they were produced or under the orders of the Bench.

 

31. Powers and functions of the Secretary.—(1) The Secretary shall be the principal office of the Board and shall exercise his powers and perform his duties under the control of the Chairman.

 

(2) The Board, in discharge of its function under the act, may take such assistance from the Secretary  as it may deem fit, and the Secretary, shall be bound to assist the Board.’

 

(3) In particular and without prejudice to the generally of the provisions of this rule, the Secretary shall have the following powers and performs the following duties, namely.—

 

(a) The Secretary shall have the custody of the recorded of the Principal Bench.

(b) The Secretary shall receive all petitions, applications or references pertaining to the Principal Bench.

(c) The Secretary shall assist the Principal Bench in the proceedings relating to the powers exercised 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 other Benches.

(e) The secretary shall authenticate of the orders passed by the Principal Bench and other Benches.

(f) The Secretary shall ensure compliance of the 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 firms, 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 information before the hand.

 

32. Powers and duties of the Bench officer.---(1) 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, namely :-

(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 applications or other proceedings and issue notices thereof;

 

(v) to direct any formal amendment of records ;

 

(vi) to order grant of 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 authorized representative 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 communicated to him.)

 

33. Registers of petitions and applications.---(1) 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, refereed to in sub-regulation (1), there shall be entered the following particulars, namely,---

 

(a) the serial number of the petition or application 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;

(c) 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 authorized representatives of the parties, if any;

19. Subs. by CLB (Amendment) regulations, 1992, vide GSR 492(E), dated 14-5-1992.

(f) the provision o law under which the petition or application is made ;

(g) the nature of the relief’s 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) (remarks), if any.

 

(3) Separate registers shall be opened for each year and register of petitions shall be preserved permanently and each register of application shall be preserved for a period of eight years.

 

34. Fees.---(1) In respect of the several matters mentioned in Annexure III, there shall be paid fees for every petition as prescribed:

 

Provided that no fee shall be payable or shall be liable to be collected on a petition filed or reference made by the Register of Companies, Regional Director or by any officer on behalf of the Central Government :

 

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.

 

(3) In respect of a petition or application filed before the Principal Bench or the Northern, Eastern, Southern and Western Regional Benches of the Board, fees payable under these regulations shall be paid by means of a bank draft drawn in favor of the Pay and Accounts Officer, Department of Company Affairs, New Delhi/Calcutta/Madras/Bombay, as the case may be.

 

CHAPTER III

 

SPECIAL PROVISIONS RELATING TO CERTAIN SPECIFIC MATTERS

 

35. Reference to Company Law Board.---Any reference to the Board by the Register 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 cause (c) 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 in Annexure III.

 

36. Petition under section 17. (1) the company shall, not less than one month before filing any petition under sub-section (2) of section 17,--

 

( (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 sating 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 publication 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 on each debenture-holder and creditor of the company, unless otherwise required by the Bench to be sent by registered post.

 

(2) 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 Administrator/Lt. 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 alteration proposed in the petition:

 

Provided that the Bench, may, if it, thinks fit, even after the final hearing, permit any person to file objections after giving notice to the petitioner-company.

 

(5) The petitioner-company shall prove the dispatch, publication and service of notice (s) by an affidavit and such affidavit shall b enclosed with the petition.

 

 

20. Subs. by CLB (Amendment) Regulations, 1992, vide GSR 492(E), dated 14-5-1992.

and the total amount due to them up to the latest practicable date preceding the date of filing of the petition, and, in any case, the date to which the list referred to in sub-regulation (8) is made up, shall not precede the date of filing the petition by more than two months. A list of creditors and debenture-holders shall also he filed along with the petition.

 

(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 on sub-regulation (8) is correct, that the estimated value as given in the list of 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 but 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, addresses and the amounts due to each of them shall 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.

 

( ( 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)22 ( * * * * * )

 

23( 37. Application for deposit.---Application under sub-section (9) of section 58A of the act or 45QA of the Reserve  Bank of India Act, 1934 (2 of 1934), shall be in Form No. 4 in annexure-II and shall be submitted in duplicate).

 

38. Petition under section 397 or 398.---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 authorized by the Central Government and shall be accompanied by a copy of such notice.

 

39. Petition under section 407.—A petition under clause (b) of sub-section (1) of section 407 for leave to any of the persons mentioned therein as to be appointed or to act as managing or other director or manager of the company, shall whether notice of the intention to apply for such leave has been given to the Central Government who have committed the offence and the prayer made..

 

40. Reference under section 621A.---(1) Every application for compounding of an offence shall be made  by a company 24 ( or its officer in default) to the Register specifying clearly the nature of offence, the date or period 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 the 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 special order of the Board.

 

21(41. Petition under section 2A of the Monopolies Act.---Provisions of these regulations shall apply mutatis-mutandis to the petition made under section 2A of the Monopolies Act.)

 

42. Reference under section 22A of the secretaries Act.---25( * * * * * )

 

 

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 discretion, from time to time, enlarge such period, even though the period fixed by or under these regulation or granted by the Bench may have period.

 

44. Saving of inherent power of the Bench.—Nothing in these rules shall be deemed to limit or otherwise affect the inherent power of the Bench to make such order as may be necessary for the ends justice or to prevent abuse of the process of the Bench.

 

*(45. General power to amend.—A Bench, at any time, and on such as to costs or otherwise, as it

21.Subs. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.

22.Omitted by ibid.

23. Subs. by CLB (Amendment) Regulations, 1997 vide GSR 433(E), dated 1-8-1997.

24.Ins. by CLB (Amendment) regulations, 1997 vide GSR 433(E)< dated 14-5-1992.

25.Omitted by CLB (Amendment) regulations, 1997 vide GSR 433(E), dated 1-8-1997.

may think fit, amend any defect or error in any proceeding before it; it and all necessary amendments shall be made for the purpose of determining the real question or issue raised by or depending on such proceeding.

 

47. Bench to be 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 willfully 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 terms and conditions as may be specified.

 

49. Preparation of paper book.—The Bench Officer, if it so deemed fit, may call upon the parties to prepare a paper book after completion of the pleadings.

 

1(50. Dress for the members, for the authorized representatives and for 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 authorized representatives.—An authorized representative who is a profe3ssional, shall appear before the Bench in his/her professional dress, if any, and if there is no such dress,--

 

(a) In the case of made, a suit with a tie or buttoned-up coat over a pant.

(b) In the case of female, 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 property dressed.)

 

 

 

ANNEXURE-I

 

STATES/UNION TERRITORIES FALLING UNDER EACH REGION

 

(See regulation 7(2))

 

 

S.No.

Region

States/Union Territories

1.

Eastern Region

States of Arunachal Pradesh, Assam, Bihar, Manipur, Meghalaya, Nag land, Orissa, 2(Sikkim), Tripura, West Bengal and Union territories of Andaman and Nicobar islands and Mizoram.

 

2.

Northern Region

States of Haryana, Himachal Pradesh, Jammu & Kashmir, Punjab, Rajasthan, Uttar Pradesh and Union territories of Delhi and Chandigarh.

 

3.

Southern Region

States of Andhra Pradesh, Karnataka, Kerala, Tamil nadu and Union territories of Pondicherry and Lakshadweep Islands.

 

4.

Western Region

States of Goa, Gujarat, Madhya Pradesh, Mahashtra and 3(Union Territories of Dadra and Nagar Haveli and Daman and Diu.)