Company Law Board Regulations, 1991

In exercise of the powers conferred by sub-section (6) of section 10E of the Companies Act, 1 !6 (1 of 1 !6), the Company "aw #oard hereby ma$es the fo%%owin& re&u%ations, name%y 'CHAPTER I PRELIMI AR! 1" #$ort title, %ommen%ement and interpretation & (1) (hese re&u%ations may be ca%%ed the Company "aw #oard )e&u%ations, 1 1* (+) (hey sha%% come into force on the date of their pub%ication in the ,fficia% -a.ette* (/) (he -enera% C%auses Act, 10 1 (10 of 10 1), app%ies to the interpretation of these re&u%ations as it app%ies to the interpretations of a Centra% Act* '" (e)initions & (1) In these re&u%ations, un%ess the context otherwise re2uires, (a) (b) (c) 3Act3 means the Companies Act, 1 !6 (1 of 1 !6) 4 3Annexure3 means an Annexure to these re&u%ations 4

3App%ication3 means an app%ication by which an inter%ocutory proceedin& is commenced before a #ench 4 (d) 3Authorised representati5e3 means a person authorised in writin& by a party under sub-re&u%ation (+) of re&u%ation 1 to function before a #ench as the representati5e of such party 4 (e) 3#ench3 means a #ench of the #oard and inc%udes the principa% #ench and a member sittin& sin&%y 4 (f) 3#ench ,fficer3 means an officer notified by the #oard for the purpose of (i) recei5in&, examinin& and processin& of app%ications 4 and (ii) performin& such other functions as may be entrusted to him by or under these re&u%ations 4 3#oard3 means the #oard of Company "aw Administration, constituted under section 10E of the Act 4 3Certified3 means, in re%ation to a copy, certified as pro5ided in section 16 of the Indian E5idence Act, 101+ (1 of 101+) 4 (i) 3Chairman3 means Chairman of the #oard 4

(&) (h)

(6)

($) (%) (m) (n) (o) (p)

3company3 inc%udes a non-ban$in& financia% company as defined in c%ause (f) of section 7!-I of the )eser5e #an$ of India Act, 1 /7 (+ of 1 /7), and a forei&n company 4 38i%ed3 means fi%ed in the office of the #ench 4 38orm3 means a form specified in Annexure II 4 39ember3 means a member (whether 6udicia% or technica%) of the #oard and inc%udes the Chairman and :ice Chairman 4 3(he 9onopo%ies Act3 means the 9onopo%ies and )estricti5e (rade ;ractices Act, 1 6 (!7 of 1 6 ) 4 3,ffice of the #ench3 means the office of the #ench ,fficer 4 3;arty3 means a person who fi%es an app%ication or petition before a #ench, the respondent 4 the )e&istrar of Companies or the )e&iona% <irector and inc%udes any person who has a ri&ht under the Act or the )eser5e #an$ of India Act, 1 /7 (+ of 1 /7) to ma$e su&&estions or ob6ections 4 3;etition3 means an app%ication, appea% or comp%aint in pursuance of which any proceedin&, not bein& an inter%ocutory proceedin&, is commenced by the #ench 4 3reference3 means a reference within the meanin& of re&u%ations /!, 70 and 7+ of these re&u%ations 4 3)e&iona% <irector3 means a person appointed by the Centra% -o5ernment as a )e&iona% <irector for the purposes of the Act 4 3)e&istrar3 means )e&istrar of Companies appointed under the Act 4 3sea%ed3 means sea%ed with the sea% of the =#oard= or =#ench= 4 3>ecretary3 means >ecretary to the #oard and inc%udes 3?nder >ecretary3 to the #oard and any other officer, by whate5er name ca%%ed, to whom powers and duties of >ecretary may be entrusted under re&u%ation /1 4 3:ice Chairman3 means :ice Chairman of the #oard*

(2)

(r) (s) (t) (u) (5)

(w) 3>ection3 means a section of the Act4 (y) (+) @ords or expressions occurrin& in these re&u%ations and not defined in subre&u%ation (1) sha%% bear the same meanin& as in the Act*

CHAPTER II *E ERAL

+"

Composition o) Ben%$es o) t$e Board & (1) >ub6ect to re&u%ation 7, e5ery #ench of the #oard formed under sub-section (7#) of section 10E may consist of one or more members* (+) (he order of the Chairman formin& any #ench sha%% specify therein the powers which sha%% be exercised and functions which sha%% be dischar&ed by the #ench* (/) (he Chairman sha%%, in re%ation to each #ench formed specify the member of the #ench before whom e5ery matter re2uirin& decision of the #oard (not bein& a matter affectin& the fina% disposa% of the petition) sha%% be p%aced for orders and in the absence of the member so specified e5ery such matter sha%% be p%aced before any other member of the #ench who is present* Power o) t$e C$airman to spe%i)y matters w$i%$ may -e dealt wit$ -y a Ben%$ & (1) It sha%% be %awfu% for the Chairman to pro5ide that matters fa%%in& under sections +/!, +/1, +71, +70, +!0, /00#, 700 and 70 and matters fai%in& under Chapter :I of ;art :I of the Act and under section +A of the 9onopo%ies Act sha%% be dea%t with by a #ench consistin& of not %ess than two members inc%udin& the Chairman or the :ice Chairman (which sha%% be $nown as the principa% #ench)* (+) (he ;rincipa% #ench sha%% be at Aew <e%hi but the principa% #ench may sit at such p%aces in India and at such time as may be most con5enient in exercise of its powers and functions in India* (/) It sha%% be %awfu% for the Chairman to pro5ide for matters fa%%in& under sections 111, 111A and +6 of the Act sha%% be dea%t with by a #ench consistin& of not %ess than two members* (7) A%% other matters inc%udin& inter%ocutory and misce%%aneous app%ications connected with the matters fa%%in& under sub-re&u%ations (1) and (/) of this re&u%ation may be heard and decided by a #ench consistin& of a sin&%e member ' ;ro5ided that notwithstandin& anythin& contained in re&u%ation 1, it sha%% be %awfu% for the Chairman to transfer any matters pendin& before any )e&iona% #ench to the ;rincipa% #ench, for reasons to be recorded in writin&* /urisdi%tion o) t$e Ben%$ & (1) A%% proceedin&s, other than the proceedin&s before the ;rincipa% #ench under re&u%ation 7, sha%% be instituted before the #ench within whose 6urisdiction the re&istered office of the company is situated* (+) (he re&ions where the #enches sha%% ordinari%y ha5e their sittin&s are the Aorthern )e&ion, the >outhern )e&ion, the Eastern )e&ion and the @estern )e&ion, the >tates and ?nion (erritories fa%%in& within each of such re&ions bein& >tates and ?nion (erritories as pro5ided in Annexure I to these re&u%ations* (/) (he #enches sha%% ordinari%y ha5e their sittin&s at Ca%cutta (Eastern )e&ion), #ombay (@estern )e&ion), 9adras (>outhern )e&ion) and Aew <e%hi (Aorthern )e&ion)*

,"

."

0"

;ro5ided that the #ench may, at its discretion, ho%d its sittin&s in any other city or town fa%%in& within the re&ion or at any other p%ace outside the re&ion with the consent of the parties* Language o) t$e Ben%$ & (1) (he proceedin&s of a #ench sha%% be conducted in En&%ish or Bindi* (+) Ao petition, app%ication, reference, document or other matter contained in any %an&ua&e other than En&%ish or Bindi sha%% be accepted by the #oard un%ess the same is accompanied by a true trans%ation thereof in En&%ish or Bindi* (/) A%% documents re2uired to be trans%ated into En&%ish or Bindi sha%% be trans%ated by a person appointed or appro5ed by the #oard ' ;ro5ided that any trans%ation which is a&reed to by the parties to the proceedin&s may be accepted by the #oard in appropriate cases as a true trans%ation* (7) A%% fina% and inter%ocutory orders of the #ench sha%% be in En&%ish or Bindi*

9"

#itting $ours o) t$e Ben%$ & >ittin& hours of the #ench sha%% ordinari%y be from 10*/0a*m* to 1*/0p*m* and from +*/0 p*m* to 7*/0 p*m* on a%% wor$in& days except >aturday, >unday and other pub%ic Bo%idays, sub6ect to any &enera% or specia% order made by the Chairman* 11" Ben%$ to $a2e seal o) its own & (1) (here sha%% be a separate sea% of a #ench of the #oard* (+) E5ery such sea% sha%% be $ept in the custody of the >ecretary or #ench ,fficer and sha%% be used under his direction or contro%* (/) E5ery order or communication made, notice issued or certified copy &ranted, by a #ench sha%% be stamped with the sea% of the concerned #ench and sha%% be authenticated by the >ecretary or the #ench ,fficer, as the case may be* 11" Petitions, et%", to -e in writing & (1) E5ery affida5it, app%ication, reference or petition sha%% be written, typewritten cyc%osty%ed or printed, neat%y and %e&ib%y, on one side of the substantia% paper of foo%scap si.e in doub%e space and separate sheets sha%% be stitched to&ether and e5ery pa&e sha%% be consecuti5e%y numbered* (+) Aumbers and dates specified in any affida5it, app%ication, reference or petition sha%% be expressed in fi&ures as we%% as in words 4 and, where the date specified therein has not been stated accordin& to the -re&orian Ca%endar, the correspondin& date accordin& to the -re&orian Ca%endar sha%% a%so be specified* 1'" Appli%ation, re)eren%e or petition to -e di2ided into paragrap$s & E5ery app%ication, reference or petition sha%% be di5ided into separate para&raphs which sha%% be numbered seria%%y and sha%% state thereon the matter, and the name of the company, to which it re%ates* 1+" *eneral $eading to -e in 3orm o" 1 in Anne4ure II & (he &enera% headin& in a%% proceedin&s, whether ori&ina% or inter%ocutory, and of ad5ertisements and notices, sha%% be as in 8orm Ao* 1 in Annexure II* 1," Pro%edure )or )iling petition &

(1) >ub6ect to the pro5isions of re&u%ations /! and /1, a petition to the #ench sha%% be prepared in 8orm Ao* 1 in Annexure II and presented by the petitioner in person or throu&h authorised representati5e to the office of the #ench or be sent by re&istered post with ac$now%ed&ment due addressed to the >ecretary or #ench ,fficer of the #ench concerned, as the case may be* (+) (he petitioner sha%% ser5e a copy of the petition, reference or app%ication on the respondent or respondents, as the case may be, and produce e5idence of such ser5ice* ;ro5ided that where the number of respondents is more than fi5e, the >ecretary or #ench ,fficer may permit the petitioner to fi%e extra copies of the petition at the time of issue of notice to the respondents* (/) (he petitioner sha%% ser5e a copy of the reference or petition other than a petition, under sections 7 , 1 , 00A , 111, 111A, 11/, 110, 177, 16/, 100, 1 6, +1 , ++!, +07, /07 and /01 of the Act, upon the concerned )e&istrar of Companies ha5in& 6urisdiction o5er the company and sha%% attach to and present with his petition, reference an ac$now%ed&ment from the office of the )e&istrar of Companies recei5in& a copy of the petition, reference, so ser5ed ' ;ro5ided that, in the case of a petition under section 11 by a company %icensed under section +! of the Act, the copy of the petition sha%% a%so be ser5ed upon the )e&iona% <irector ' ;ro5ided further that, in case of a petition or comp%aint under sections +/!, +/1, +!0, / 1, / 0, 700 and 70 of the Act, a copy thereof sha%% a%so be ser5ed upon the Centra% -o5ernment* (7) (a) Aotwithstandin& anythin& contained in sub-re&u%ations (1) to (+), the #ench may permit more than one person to 6oin to&ether and fi%e a sin&%e petition if it is satisfied, ha5in& re&ard to the cause of action and the nature of re%ief prayed for, that they ha5e a common interest in the matter* (b) >uch permission sha%% be &ranted where the 6oinin& of the petitioners by a sin&%e petition is specifica%%y permitted by the Act* (!) E5ery petition, other than an app%ication under sub-section ( ) of section !0A of the Act or under sub-section (+) of section 7!CA of the )eser5e #an$ of India Act, 1 /7 (+ of 1 /7), sha%% be accompanied by an affida5it 5erifyin& the same and sha%% be drawn up in the first person and sha%% state the fu%% name, a&e, occupation and comp%ete residentia% address of the deponent and sha%% be si&ned by the deponent and sworn before the person specified in section !!0 of the Act* (6) @here the deponent is not persona%%y $nown to the person before whom the affida5it under sub-re&u%ation (!) is sworn, he sha%% be identified by a person who is $nown to the person before whom the affida5it is sworn* (1) E5ery affida5it under sub-re&u%ation (!) sha%% c%ear%y and separate%y indicate the statements which are true to the -

(a) (b) (c) (d)

$now%ed&e of the deponent 4 information recei5ed by the deponent 4 be%ief of the deponent 4 and information based on %e&a% ad5ice* (0) @here the statement referred to in sub-re&u%ation (1) is stated to be true to the information recei5ed by the deponent, the affida5it sha%% a%so inc%ude the name and comp%ete residentia% address of the person from whom the information has been recei5ed by the deponent and @hether the deponent be%ie5es that information to be true* 15" Presentation and s%rutiny o) petition & (1) (he office of the #ench sha%% endorse on e5ery petition the date on which it is presented* (+) If, on scrutiny, the petition is found to be in order, it sha%% be du%y re&istered and &i5en a seria% number* (/) If the petition, on scrutiny, is found to be defecti5e and the defect noticed is forma% in nature, the >ecretary or #ench ,fficer may a%%ow the party to rectify the same in his presence and if the said defect is not forma% in nature, the >ecretary or #ench ,fficer may a%%ow the petitioner such time to rectify the defect as he may deem fit* (7) @here the petitioner is a&&rie5ed by the order made by the >ecretary or #ench ,fficer under sub-re&u%ation (/), the matter sha%% be p%aced before the #ench for its order and it sha%% be competent for a sin&%e member of the #ench to issue necessary direction which sha%% be deemed to be the direction of the #ench* 16" Contents o) petition & E5ery petition, other than an app%ication fi%ed under re&u%ation /1 sha%% set forth the name of the company, with its status, date of incorporation, the address of its re&istered office, authorised capita%, paid-up capita% with di5ision of different c%asses of shares and terms of issue, if any, in the case of preference shares, main ob6ects in brief, for which the company was formed, present business acti5ities of the company, and sha%% a%so set forth concise%y under distinct heads the &rounds for such petition and the nature of re%ief(s) prayed for* 1." Contents o) interlo%utory appli%ation & An app%ication fi%ed subse2uent to the fi%in& of the petition app%yin& for any interim order or direction sha%%, as far as possib%e, be in 8orm Ao* + in Annexure II and sha%% be accompanied by an affida5it 5erifyin& the app%ication in the manner %aid down in re&u%ation 17 ' ;ro5ided that it sha%% not be necessary to present a separate app%ication to see$ an interim re%ief or direction, except for condonation of de%ay in fi%in& the petition , if, in the ori&ina% petition, the same is prayed for* 10" (o%uments to a%%ompany t$e petition &

(1) A petitio n sha%% be accom panied by docum ents as prescri bed in Annex ure III an d sh a%% be ac co m pa ni ed by an In de x of < oc u m en ts*

(+) <ocuments referred to in sub-re&u%ation (1) may be attested by the party or the authorised representati5e or the ad5ocate and the documents sha%% be mar$ed seria%%y as Annexures A1, A+, A/ and so on* (/) @here the petition is fi%ed by the authorised representati5e, memorandum of appearance sha%% be appended to the petition as in 8orm Ao* ! in Annexure II ' ;ro5ided that where the petition is fi%ed by an ad5ocate, it sha%% be accompanied by a du%y executed :a$a%atnama* 19" Rig$ts o) a party to appear -e)ore t$e Ben%$ & (1) E5ery party may appear before a #ench in person or throu&h an authorised representati5e* (+) A party may, in writin&, authorise an Ad5ocate or a >ecretary-in-who%e-time practice or a practisin& Chartered Accountant or practisin& Cost and @or$s Accountant, to function as a representati5e of such party* A company may appoint and authorise its <irector or Company >ecretary to appear, in its beha%f, in any proceedin& before the #ench* (he Centra% -o5ernment, the )e&iona% <irector or the )e&istrar may authorise an officer to appear in its beha%f* '1" Plural remedies & A petition sha%% be based upon a sin&%e cause of action and may see$ one or more re%iefs pro5ided that they are conse2uentia% to one another* '1" #er2i%e o) noti%e and pro%ess issued -y t$e Ben%$ & (1) Any notice or process to be issued by the #ench may be ser5ed by any of the fo%%owin& modes directed by the #ench ' (i) (ii) ser5ice by the party itse%f 4 by hand de%i5ery (dasti) throu&h a messen&er of the ,ffice of the #ench 4

(iii) under Certificate of ;ostin& 4 (i5) by re&istered post with ac$now%ed&ment due if so re2uired by an order of the #ench 4 (5) where the Centra% -o5ernment is a party, throu&h the >ecretary of the concerned 9inistry or <epartment or throu&h #ranch >ecretariat of the 9inistry of "aw or throu&h >tandin& Counse% of the Centra% -o5ernment 4 (5i) where the >tate -o5ernment is a party, throu&h the Chief >ecretary or the >tandin& Counse% of the >tate -o5ernment* (+) @here a notice is re2uired to be ser5ed on a company, it sha%% be ser5ed in the manner specified in section !1 or, in the case of a forei&n company, in the manner specified in section ! 6, and may a%so be ser5ed in such other manner as the >ecretary or the #ench ,fficer may direct* (/) >a5e as otherwise pro5ided in sub-re&u%ation (+), notices and other documents, which are re2uired to be ser5ed on any person, other than a company, sha%% be ser5ed by de%i5erin& or tenderin& a copy thereof to such person or his authorised representati5e, where he appears by such representati5e or by prepaid re&istered post, ac$now%ed&ment due, addressed to the %ast-$nown address of such person*

(7) @here a notice is ser5ed by re&istered post, the >ecretary or #ench ,fficer may, if the ac$now%ed&ment is not recei5ed, determine the 2uestion as to the sufficiency of the ser5ice of the notice* (!) @here the notice sent by re&istered post is returned by the post office with the remar$ 3refused3, the notice may be presumed to ha5e been du%y ser5ed* (6) E5ery notice, of the petition or reference issued by the #ench sha%%, un%ess otherwise ordered, be accompanied by a copy of the petition or reference, as the case may be* (1) Aotwithstandin& anythin& contained in sub-re&u%ations (1) to (6), where, for any reason whatsoe5er, it is not reasonab%y practicab%e to ser5e notice of petition on a%% the respondents, the notice may be ser5ed by pub%ic ad5ertisement, as the #ench may in each case direct* (0) (he #ench sha%%, in such cases, determine who sha%% bear the cost of the pub%ic ad5ertisement* ''" 3iling o) reply and ot$er do%uments -y t$e respondents & (1) Each respondent intendin& to contest the petition sha%% fi%e, in trip%icate, the rep%y to the petition and the documents re%ied upon with the office of the #ench within such period as may be fixed by the #ench but not exceedin& fifteen days of ser5ice of petition upon him* (+) In the rep%y fi%ed under sub-re&u%ation (1), the respondent sha%% specifica%%y admit, deny or exp%ain the facts stated by the petitioner in his petition and may a%so state such additiona% facts as may be found necessary for the 6ust decision of the case* (he rep%y so fi%ed sha%% be si&ned and 5erified in the manner as pro5ided in re&u%ation 17* (/) (he documents referred to in sub-re&u%ation (1) sha%% a%so be fi%ed a%on& with the rep%y and the same sha%% be mar$ed as Annexures )1, )+, )/ and so on (7) (he respondents sha%% a%so ser5e a copy of the rep%y a%on& with the document mentioned in sub-re&u%ation (1) du%y attested to be true copies on the petitioner or his authorised representati5e, if any, and fi%e proof of such ser5ice with the ,ffice of the #ench* (!) (he #ench may, if so satisfied, a%%ow fi%in& of the rep%y after the expiry of the prescribed period, on sufficient cause bein& shown '+" 3iling o) %ounter&reply -y t$e petitioner & @here the respondent states such additiona% facts as may be necessary for the 6ust decision of the case under subre&u%ation (+) of re&u%ation ++, the #ench may a%%ow the petitioner to fi%e a counterrep%y to the rep%y fi%ed by the respondent* (he procedure %aid down in re&u%ation ++ sha%% app%y, mutatis mutandis, to the fi%in& of such counter-rep%y* '," Power o) t$e Ben%$ to %all )or )urt$er in)ormation7e2iden%e & (he #ench may, before passin& orders on the petition, re2uire the parties or any one or more of them, to produce such further documentary or other e5idence as the #ench may consider necessary (a) for the purpose of satisfyin& itse%f as to the truth of the a%%e&ations made in the petition 4 or

(b) for ascertainin& any information which, in the opinion of the #ench, is necessary for the purpose of enab%in& it to pass orders on the petition* '5" Hearing o) petition & (he #ench may, if sufficient cause is shown at any sta&e of the proceedin&, &rant time to the parties or any of them and ad6ourn the hearin& of the petition or the app%ication* (he #ench may ma$e such order as it thin$s fit with respect to the costs occasioned by such ad6ournments* '6" Pro%edure to -e )ollowed w$ere any party does not appear & (1) @here, on the date fixed for hearin& of the petition or any app%ication or on any other date to which such hearin& may be ad6ourned, the petitioner or the app%icant as the case may be, does not appear when the petition or the app%ication is ca%%ed for hearin&, the #ench may, in its discretion, either dismiss the petition or the app%ication for defau%t or hear and decide the same ex-parte* (+) @here a petition or app%ication has been dismissed for defau%t and the petitioner or the app%icant fi%es an app%ication within thirty days from the date of dismissa% and satisfies the #ench that there was sufficient cause for his non-appearance when the petition or the app%ication was ca%%ed for hearin&, the #ench may pass an order settin& aside the order dismissin& the petition or the app%ication and restore the same ' ;ro5ided, howe5er, where the case was disposed of on merit, the decision sha%% not be reca%%ed* (/) @here, on the date fixed for hearin& or any other date to which such hearin& may be ad6ourned, the petitioner appears but the respondent does not appear when the petition is ca%%ed for hearin&, the #ench, may, in its discretion, ad6ourn the hearin& or hear and decide the petition ex parte* (7) @here the petition has been heard ex parte a&ainst the respondent or respondents, such respondent or respondents may app%y to the #ench within thirty days for an order to set aside and if the respondent and respondents satisfy the #ench that the notice was not du%y ser5ed on him or them or that he or they were pre5ented by any sufficient cause from appearin& when the petition was ca%%ed for hearin&, the #ench may ma$e an order settin& aside the ex parte order a&ainst him or them on such terms as it thin$s fit and sha%% appoint a date for proceedin& with the petition ' ;ro5ided that where the ex parte order is of such nature that it cannot be set aside as a&ainst one respondent on%y, it may be set aside as a&ainst a%% or any of the other respondents a%so ' ;ro5ided further that in cases co5ered by sub-re&u%ation (1) of re&u%ation +1, the #ench sha%% not set aside the ex parte order mere%y on the &round that a shareho%der or a creditor did not ha5e the notice of the petition* '." D8mitted by C"# (Amendment) )e&u%ations, 1 + 5ide ->) 7 +(E), dated 17*!*1 +*E '0" #u-stitution o) legal representati2e &

(1) In the case of death of any party durin& the pendency of the proceedin&s before the #ench, the %e&a% representati5es of the deceased party may app%y within thirty days of the date of such death for bein& brou&ht on record as necessary parties* (+) @here no app%ication is recei5ed within the period specified in sub-re&u%ation (1), the proceedin&s a&ainst the deceased party sha%% abate ' ;ro5ided that, on &ood and sufficient reasons, the #ench, on app%ication, may set aside the order of abatement and substitute the %e&a% representati5es* '9" 8rder o) t$e Ben%$ & (1) E5ery order of the #ench sha%% be in writin&, and sha%% be si&ned by the member or members constitutin& the #ench which pronounces the order* (+) In case of difference of opinion amon& the members of the #ench, the opinion of the ma6ority sha%% pre5ai% and the opinion or orders of the #ench sha%% be expressed in terms of the 5iews of the ma6ority ' ;ro5ided that where a matter is heard by a #ench consistin& to an e5en number of 9embers and such members are di5ided e2ua%%y in their opinion, it sha%% be p%aced before the Chairman who may himse%f dea% with the matter or nominate any other 9ember to dea% with the same* (/) Any order of the #ench deemed fit for pub%ication in any 6ourna%, authoritati5e report or the ;ress may be re%eased for such pub%ication on such terms and conditions as the #oard may specify by &enera% or specia% order* (7) A copy of e5ery interim order &rantin& or refusin& or modifyin& interim re%ief and fina% order passed on any petition or reference sha%% be communicated to the petitioner or the app%icant and to the respondents and other parties concerned free of cost ' ;ro5ided that in the case of an order under section 11 confirmin& chan&e of re&istered office, two copies of the order sha%% be supp%ied to the petitioner company free of cost* (!) If the petitioner or the app%icant or the respondent to any proceedin& re2uires a copy of any document or proceedin&, the same sha%% be supp%ied to him on such terms and conditions and on payment of such fee as may be fixed by the #ench by &enera% or specia% order* (6) (he #ench may ma$e such order or &i5e such direction as may be necessary or expedient to &i5e effect to its orders or to pre5ent abuse of its process or to secure the ends of 6ustice* (1) It sha%% be %awfu% for a #ench to fix, and award, costs to any of the parties before it where it is of opinion that the award of such costs is necessary* +1" Inspe%tion o) re%ords and supply o) %erti)ied %opies & (1) )ecords of e5ery pendin& proceedin&s wi%% be open, as of ri&ht, to the inspection of the parties or their authorised representati5es, on ma$in& an app%ication in writin& and on payment of a fee of )s* 10F- per day*

(+) >ub6ect to the pro5isions of sub-re&u%ation (7) of )e&u%ation + , a person who is not a party to the proceedin&s, may after the fina% orders are passed, for sufficient reasons shown to the satisfaction of the #ench, obtain copies of the petitions, rep%ies and counter-rep%ies on payment of such fee, as may be fixed by the #ench by &enera% or specia% order* (/) A person, who is not a party to the proceedin&s, may a%so obtain, as of ri&ht, at any time after the fina% orders are passed by the #ench, copies of the orders, on payment of such fee, as may be fixed by the #ench by &enera% or specia% order* (7) A person, who is not a party to the proceedin&s, has, howe5er, no ri&ht to inspect the records of the proceedin&s or to obtain copies of the Exhibits put in e5idence, except with the consent of the person by whom they were produced or under the orders of the #ench* +1" Powers and )un%tions o) t$e #e%retary & (1) (he >ecretary sha%% be the princip%e officer of the #oard and sha%% exercise his powers and perform his duties under the contro% of the Chairman* (+) (he #oard, in dischar&e of its functions under the Act, may ta$e such assistance from the >ecretary, as it may deem fit, and the >ecretary, sha%% be bound to assist the #oard* (/) In particu%ar and without pre6udice to the &enera%ity of the pro5isions of this ru%e, the >ecretary sha%% ha5e the fo%%owin& powers and perform the fo%%owin& duties, name%y (a) (he >ecretary sha%% ha5e the custody of the records of the ;rincipa% #ench* (b) (c) (d) (e) (f) (he >ecretary sha%% recei5e a%% petitions, app%ications or references pertainin& to the ;rincipa% #ench* (he >ecretary sha%% assist the ;rincipa% #ench in the proceedin&s re%atin& to the powers exercised by the ;rincipa% #ench* (he >ecretary sha%% ha5e the power to ca%% for informationFrecords and to inspect or cause to be inspected the records of other #enches* (he >ecretary sha%% authenticate the orders passed by the ;rincipa% #ench*

(he >ecretary sha%% ensure comp%iance of the orders passed by the ;rincipa% #ench and other #enches* (&) (he officia% sea% of the #oard sha%% be in the custody and contro% of the >ecretary* (h) (he >ecretary sha%% ha5e the ri&ht to co%%ect from the Centra% -o5ernment or other offices, companies and firms, or any other persons such information as may be considered usefu% for the purpose of efficient dischar&e of the functions of the #oard under the Act and p%ace the said information before the #oard* +'" Powers and duties o) t$e Ben%$ 8))i%er & (1) In addition to the powers conferred e%sewhere in these )e&u%ations, the #ench ,fficer sha%% ha5e the fo%%owin& powers and duties sub6ect to any &enera% or

specia% order of the #ench concerned, name%y (i) to recei5e a%% petitions or app%ications and other documents inc%udin& transferred app%ications 4 (ii) to decide a%% 2uestions arisin& out of the scrutiny of the petitions and app%ications before they are re&istered 4 (iii) to re2uire any petition or app%ication presented to the #ench to be amended in accordance with the Act and the re&u%ations 4 (i5) sub6ect to the direction of the #ench, to fix the date of first hearin& of the petitions or app%ications or other proceedin&s and issue notices thereof 4 (5) to direct any forma% amendment of records 4 (5i) to order &rant of copies of documents to parties to the proceedin&s 4 (5ii) to &rant %ea5e to inspect the records of the #ench 4 (5iii) to dispose of matters re%atin& to ser5ice of notices* (ix) to recei5e app%ications within thirty days from the date of death for substitution of authorised representati5es of the deceased parties durin& the pendency of the petition or app%ication 4 to recei5e and dispose of app%ications for substitution, except where the substitution wou%d in5o%5e settin& aside an order of abatement 4

(x)

(xi) to recei5e and dispose of app%ications by parties for return of documents (+) An appea% a&ainst any decision by a #ench ,fficer under c%auses (ii), (iii), (5) and (5ii) sha%% be made to the #ench by the a&&rie5ed party within fifteen days from the date such decision is communicated to him* ++" Registers o) petitions and appli%ations & (1) (here sha%% be $ept in the office of the #ench two separate re&isters, one for the petitions and the other for the app%ications fi%ed before the #ench* (+) In e5ery re&ister, referred to in sub-re&u%ation (1), there sha%% be entered the fo%%owin& particu%ars, name%y (a) the seria% number of the petition or app%ication and in addition, in the case of an app%ication, the seria% number of the petition to which it re%ates 4 (b) (c) (d) (e) the date of presentation or receipt of the petition or app%ication 4 the name of the company to which the matter re%ates 4 the name and address of the petitioner or app%icant 4 the names and addresses of the other parties to the petition or app%ication and the names and addresses of the authorised representati5es of the parties, if any 4 the pro5ision of %aw under which the petition or app%ication is made 4 the nature of the re%iefs which ha5e been sou&ht 4 the date of disposa% of the petition or app%ication 4

(f) (&) (h)

(i) (6) ($)

the nature of the order made by the #ench4 the date when the forma% order is drawn up and communicated to the parties4 remar$s, if any*

(/) >eparate re&isters sha%% be opened for each year and each re&ister of petitions sha%% be preser5ed permanent%y and each re&ister of app%ication sha%% be preser5ed for a period of ei&ht years* +," 3ees & (1) In respect of the se5era% matters mentioned in Annexure III, there sha%% be paid fees for e5ery petition as prescribed ' ;ro5ided that no fee sha%% be payab%e or sha%% be %iab%e to be co%%ected on a petition fi%ed or reference made by the )e&istrar of Companies, )e&iona% <irector or by any officer on beha%f of the Centra% -o5ernment ' ;ro5ided further that no fee sha%% be payab%e or sha%% be %iab%e to be co%%ected in respect of any matter in respect of which proceedin&s are initiated by the #oard on its own motion* (+) 8ee as prescribed sha%% be %e5ied and co%%ected on e5ery inter%ocutory app%ication ' ;ro5ided that no fee sha%% be payab%e or sha%% be %iab%e to be co%%ected on an app%ication fi%ed by the )e&istrar of Companies, )e&iona% <irector or by any officer on beha%f of the Centra% -o5ernment* (/) In respect of a petition or app%ication fi%ed before the ;rincipa% #ench or the Aorthern, Eastern, >outhern and @estern )e&iona% #enches of the #oard, fees payab%e under these re&u%ations sha%% be paid by means of a ban$ draft drawn in fa5our of the ;ay and Accounts ,fficer, <epartment of Company Affairs, Aew <e%hiFCa%cuttaF9adrasF#ombay, as the case may be*

CHAPTER III

#PECIAL PR89I#I8 # RELATI * T8 CERTAI #PECI3IC MATTER# +5" Re)eren%e to Company Law Board & Any reference to the #oard by the )e&istrar of Companies under section 6+1A of the Act or any reference to the #oard by the Centra% -o5ernment under sections +!0, +6 , /00-# and 700 of the Act or any reference by a company under c%ause (c) of sub-section (7) of section ++A of the >ecurities Act sha%% be made by way of an app%ication in 8orm Ao* /, and sha%% be accompanied by documents mentioned in Annexure III*

+6" Petition under se%tion 1. & (1) (he company sha%%, not %ess than one month before fi%in& any petition under subsection (+) of section 11 (i) pub%ish a &enera% notice, at %east once, in the district in a dai%y newspaper pub%ished in En&%ish and in the principa% %an&ua&e of that district in which the re&istered office of the company is situated, and circu%atin& in that district c%ear%y indicatin& the substance of the petition and statin& that any person whose interest is %i$e%y to be affected by the proposed a%teration of the 9emorandum may intimate to the #ench ,fficer within twenty-one days of the date of pub%ication of that notice, the nature of interest and &rounds of opposition 4 and (ii) ser5e, by certificate of postin&, indi5idua% notice(s) to the effect set out in c%ause (i) abo5e on each debenture-ho%der and creditor of the company, un%ess otherwise re2uired by the #ench to be sent by re&istered post* (+) @here the petition see$s to chan&e the re&istered office of the petitionercompany from one >tate to another, a notice to&ether with the copy of the petition sha%% a%so be ser5ed by re&istered post on the Chief >ecretary to the -o5ernment of the >tate in which the re&istered office of the petitionercompany is situate, or, where the re&istered office of the company is situated in a ?nion (erritory, to the AdministratorF"t* -o5ernor of the ?nion (erritory* (/) Any person intendin& to oppose the petition sha%% within twenty-one days from the date of ser5ice or pub%ication of the notice, as the case may be, de%i5er, or cause to be de%i5ered, or send by re&istered post, the ob6ections supported by an affida5it, in ori&ina%, to the #ench ,fficer and sha%% ser5e a copy of the ob6ections on the petitioner-company at its re&istered office* (7) If defau%t is made in comp%yin& with any pro5ision of sub-re&u%ation (/), the person concerned sha%% be deemed to ha5e consented to the a%teration proposed in the petition ' ;ro5ided that the #ench, may, if it thin$s fit, e5en after the fina% hearin&, permit any person to fi%e ob6ections after &i5in& notice to the petitioner-company* (!) (he petitioner-company sha%% pro5e the despatch, pub%ication and ser5ice of notice(s) by an affida5it and such affida5it sha%% be enc%osed with the petition* (6) A petition under section 11 sha%% in5ariab%y contain information re%atin& to the number of creditors and the tota% amount due to them up to the %atest practicab%e date precedin& the date of fi%in& of the petition and, in any case, the date to which the %ist referred to in sub-re&u%ation (0) is made up, sha%% not precede the date of fi%in& the petition by more than two months* A %ist of creditors and debenture-ho%ders sha%% a%so be fi%ed a%on& with the petition*

(1) (he >ecretary of the petitioner-company, if any, and not %ess than two directors of the company, one of whom sha%% be a mana&in& director, where there is one, sha%% fi%e an affida5it to the effect that they ha5e made a fu%% en2uiry into the affairs of the company and, ha5in& done so, ha5e formed the opinion that the %ist referred to in sub-re&u%ation (0) is correct, that the estimated 5a%ue as &i5en in the %ist of the debts or c%aims payab%e on a contin&ency or not ascertained are proper estimates of the 5a%ues of such debts and c%aims inc%uded in the %ist are home out by the boo$s and records of the company and that there are no other debts of, or c%aims a&ainst, the company to their $now%ed&e* (0) <u%y authenticated copy of the %ist of creditors and debenture-ho%ders showin& their names, addresses and the amounts due to each of them sha%% be $ept at the re&istered office of the company and any person desirous of inspectin& the same may, at any time, durin& the ordinary hours of business, inspect and ta$e extracts from the same on payment of rupees ten to the company* ( ) @here no ob6ection has been recei5ed from any of the parties, who ha5e been du%y ser5ed, the #ench ,fficer may put up the petition for orders without hearin&* +." Appli%ation )or deposit & App%ications under sub-section ( ) of section !0A of the Act or section 7!CA of the )eser5e #an$ of India Act, 1 /7 (+ of 1 /7), sha%% be in 8orm Ao* 7 in Annexure II and sha%% be submitted in dup%icate* +0" Petition under se%tion +9. or +90 & A petition under section / 1 or / 0 sha%% not be withdrawn without %ea5e of the #oard, and where the petition has been presented by a member or members authorised by the Centra% -o5ernment under sub-section (7) of section / , notice of the app%ication for %ea5e to withdraw sha%% be &i5en to the Centra% -o5ernment* +9" Petition under se%tion ,1. & A petition under c%ause (b) of sub-section (1) of section 701 for %ea5e to any of the persons mentioned therein as to be appointed or to act as the mana&in& or other director or mana&er of the company, sha%% state whether notice of the intention to app%y for such %ea5e has been &i5en to the Centra% -o5ernment and sha%% be accompanied by a copy of such notice* ,1" Re)eren%e under se%tion 6'1A & (1) E5ery app%ication for compoundin& of an offence sha%% be made by a company or its officers in defau%t to the )e&istrar specifyin& c%ear%y the nature of offence, the date or period durin& which the offence was committed or continued, the name and address of officers of the company who ha5e committed the offence and the prayer made* (+) (he )e&istrar sha%% forward the app%ication made by the company, to&ether with his comments thereon, to the #oard or the )e&iona% <irector, as the case may be, within /0 days from the date of receipt of the app%ication* (/) E5ery )e&iona% <irector sha%% exercise the powers to compound an offence, sub6ect to any &enera% or specia% order of the #oard* ,1" Petition under se%tion 'A o) t$e Monopolies A%t & ;ro5isions of these re&u%ations sha%% app%y mutatis-mutandis to the petition made under section +A of the 9onopo%ies Act*

CHAPTER I9

MI#CELLA E8:# ,+" Enlargement o) time & @here any period is fixed by or under these re&u%ations or &ranted by a #ench, for the doin& of any act, or fi%in& of any documents or representation, the #ench may, in its discretion, from time to time, en%ar&e such period, e5en thou&h the period fixed by or under these re&u%ations or &ranted by the #ench may ha5e expired* ,," #a2ing o) in$erent power o) t$e Ben%$ & Aothin& in these ru%es sha%% be deemed to %imit or otherwise affect the inherent power of the #ench to ma$e such orders as may be necessary for the ends of 6ustice or to pre5ent abuse of the process of the #ench* ,5" Amendment o) order & Any c%erica% or arithmetica% mista$es in any order of the #ench or error therein arisin& from any accidenta% s%ip or omission may, at any time, be corrected by the #ench either on its own motion or on the app%ication of any party* ,6" *eneral power to amend & A #ench may, at any time, and on such terms as to costs or otherwise as it may thin$ fit, amend any defect or error in any proceedin& before it 4 and a%% necessary amendments sha%% be made for the purpose of determinin& the rea% 2uestion or issue raised by or dependin& on such proceedin&* ,." Ben%$ to -e deemed to -e a Court )or %ertain purposes & A #ench sha%% be deemed to be a Court or %awfu% authority for the purpose of prosecution or punishment of a person who wi%%fu%%y disobeys any direction or order of such #ench* ,0" Power to dispense wit$ t$e re;uirement o) t$e regulations & E5ery #ench sha%% ha5e power, for reasons to be recorded in writin&, to dispense with the re2uirements of any of these re&u%ations, sub6ect to such terms and conditions as may be specified* ,9" Preparation o) paper -oo< & (he #ench ,fficer, if it so deemed fit, may ca%% upon the parties to prepare a paper boo$ after comp%etion of the p%eadin&s* 51" (ress )or t$e mem-ers )or t$e aut$orised representati2es and )or t$e parties in person & (1) 8or the members - (he dress for the members wi%% be suit with a tie or buttonedup coat o5er a pant* (+) 8or the authori.ed representati5es - An authorised representati5e who is a professiona%, sha%% appear before the #ench in hisFher professiona% dress, if any, and if there is no such dress (a) In the case of ma%e, a suit with a tie or buttoned-up coat o5er a pant*

(b)

In the case of fema%e, in a saree or any other dress of a sober co%our*

(/) 8or parties in person - ;arties appearin& in person before the Company "aw #oard sha%% be proper%y dressed*

E=:RE&I

#TATE#7: I8 TERRIT8RIE# 3ALLI * : (ER EACH RE*I8 (>ee )e&u%ation 1(+))

#" o " 1*

Region Eastern )e&ion Aorthern )e&ion >outhern )e&ion @estern )e&ion

#tates7:nion Territories >tates of Arunacha% ;radesh, Assam, #ihar, 9anipur, 9e&ha%aya, Aa&a%and, ,rissa, >i$$im, (ripura, @est #en&a% and ?nion territories of Andaman and Aicobar Is%ands and 9i.oram* >tates of Baryana, Bimacha% ;radesh, Gammu H Iashmir, ;un6ab, )a6asthan, ?ttar ;radesh and ?nion territories of <e%hi and Chandi&arh* >tates of Andhra ;radesh, Iarnata$a, Iera%a, (ami% Aadu and ?nion territories of ;ondicherry and "a$shadweep Is%ands* >tates of -oa, -u6arat, 9adhya ;radesh, 9aharashtra and ?nion (erritories of <adra and Aa&ar Ba5e%i and <aman and <iu*

+*

/* 7*

Anne4ure&I

Anne4ure&II

Anne4ure&III