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 exercised 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 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 sections
235, 237, 247, 248, 250, 388B, 408 and 409 and matters failing 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 not less than two members including the
Chairman or 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 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.
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 ordinarily 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.
(3) The Benches shall ordinarily 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 discretion, 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 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 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 ordinarily be from
10.30a.m. to 1.30p.m. and from 2.30 p.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 or the Bench Officer, as the case may be.
11. Petitions, etc., to be in writing -
(1) 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 relates.
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 in Form No. 1 in Annexure II.
14. Procedure for filing petition -
(1) Subject to the provisions of regulations 35 and 37, a petition to the Bench shall
be prepared in Form No. 1 in Annexure II and presented by the petitioner in
person or through authorised 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 respondents.
(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 acknowledgment 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-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)
(b)
(c)
(d)
knowledge of the deponent ;
information received by the deponent ;
belief of the deponent ; and
information based on legal advice.
(8) Where the statement 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 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 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 filed 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 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 condonation 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
authorised representative or the advocate and the documents shall be marked
serially as Annexures A1, A2, A3 and so on.
(3) Where the petition is filed by the authorised 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 authorised
representative.
(2) A party may, in writing, authorise an Advocate or a Secretary-in-whole-time
practice or a practising 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 its behalf,
in any proceeding before the Bench. The Central Government, the Regional
Director or the Registrar 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.
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 a party, through the Secretary of the
concerned Ministry or Department or through Branch Secretariat of the
Ministry of Law 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 acknowledgment 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. Filing of reply and other documents by the respondents -
(1) 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 (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-regulation (1) shall also be filed along with the
reply and the same shall be marked as Annexures 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 authorised 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 subregulation (2) of regulation 22, the Bench may allow the petitioner to file a counterreply 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. 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 -
(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-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 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 date 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 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 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 parte 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 parte 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 parte order merely on the ground that a
shareholder or a creditor did not have the notice of the petition.
27. [Omitted by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated
14.5.1992.]
28. Substitution of legal representative -
(1) 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
(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 make 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 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 right, 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 -
(1) The Secretary shall be the principle officer 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 functions 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 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.
(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 the orders passed by the Principal Bench.
(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 Board.
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 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 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, referred 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 authorised representatives of the
parties, if any ;
(f) 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) remarks, if any.
(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 -
(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 Registrar 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
favour of the Pay and Accounts Officer, Department of Company Affairs, New
Delhi/Calcutta/Madras/Bombay, as the case may be.