COMPANY LAW BOARD

PUBLISHED IN THE GAZETTE OF INDIA EXTRA ORDINARY

PART II, SECTION, 3 SUB-SECTION (i)

GOVERNMENT OF INDIA

COMPANY LAW BOARD

NOTIFICATION

New Delhi, the 14^th May, 1992

G.S.R. 492(E). – In exercise of the powers conferred by Sub-section (6) of section 10E of the Companies Act, 1956 (1 of 1956), the Company Law Board hereby makes the following amendments to the Company Law Board Regulations, 1991, namely:-

1. (1) These regulations may be called the Company Law Board (Amendment) Regulations, 1992.

(2) They shall come into force on the date of their publication in the Official Gazette.

2. In the Company Law Board Regulations, 1991, –

(a) after sub-regulation (3) of regulation 4, the following proviso shall be inserted, namely:-

“Provided that, notwithstanding anything contained in regulation 7, it 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”.

(b) in the proviso to sub-regulation (3) of regulation 7, the following words shall be added at the end, namely : -

“or at any other place outside the region with the consent of the parties.”

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

(d) in regulation 18,-

(i) in sub-section (2), for the words “authorised representative” the words “party or the authorised representative or the advocate” shall be substituted.

(ii) in sub-regulation (3), the words and figures “as in Form No.5 in Annexure II” shall be added at the end.

(e) for sub-regulation (2) of regulation 19, the following sub-regulations shall be substituted, namely :-

“(2) A party may, in writing, authorise 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 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 office to appear in its behalf”.

(f) in sub-regulation (7) of regulation 21, the words “for the protection of the interests of the shareholders, creditors or any class of them “shall be omitted.

(g) regulation 27 shall be omitted.

(h) in regulation 29,

(i) Existing sub-regulations (2) to (6), both inclusive, shall be renumbered as sub-regulation (3) to (7).

(ii) before sub-regulation (3) as renumbered, the following sub-regulation shall be inserted, namely :-

“(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 of 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”.

(i) in regulation 32,---

(i) in sub-regulation (1), for clause (viii), the following clause shall be substituted, namely:-

“(viii) to dispose of matters relating to service of notices”.

(ii) for sub-regulation (2), the following sub-regulation shall be substituted, namely:-

“(2) An appeal against any decision by a Bench Officer under Clause (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”.

(j) in Clause (k) of sub-regulation (2) of regulation 33, for the word “review” the word “remarks” shall be substituted.

(k) in regulation 36,-

(i) for Clause (i) of sub-regulation (1), the following clause shall be substituted, namely :-

“(i) published a general notice, atleast once, in the district in a daily newspaper published in English and in the principal language of that district in which the registered office of the company is situated, and circulating in that district clearly indicating the substance of the petition and stating that any person whose interest is likely to be affected by the proposed alteration of the Memorandum may intimate to the Bench Officer within twenty one days of the date of publication of that notice, the nature of interest and grounds of opposition; and”

(ii) for sub-regulation (9) the following sub-regulation shall be substituted namely :-

“(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;”

(iii) sub-regulation (10) shall be omitted.

(l) in sub-regulation (1) of regulation 40, after the words “offence shall be made by a company”, the words “or its officers in default” shall be inserted.

(m) for regulation 41, the following regulation shall be substituted, namely :-

“Provisions of these regulation shall apply, mutatis mutandis, to the petition made under section 2A of the Monopolies Act.

(n) for regulation 45, the following regulation shall be substituted namely :-

“45 Any clerical or arithmetical mistakes in any order of the Bench or error therein arising from any accidental slip or omission may, at any time, be corrected by the Bench either or its own motion or on the application of any party;”

(o) In Annexure I, -

(i) against Sl.No.1, in the column relating to “States Union Territories”, after the word “Orissa”, the word “Sikkim” shall be inserted.

(ii) against Sl.No. 4, in the column relating to States/Union Territores”, for the words “Union Territory of Dadra & Nagar Haveli” the words “Union Territories of Dadra and Nagar Haveli and Daman and Diu” shall be substituted.

(p) in Annexure II,-

(i) In Form No.1, under the heading ‘Details of petitions’,-

(a) in item No.5, after the words “the Companies Act, 1956”, the words “or Securities Act, 1956” shall be inserted.

(b) in item No. 10 for sub-item (i) and (ii) the following items shall, respectively, be substituted, namely : -

“(i) Branch of the Bank on which drawn;

(ii) Name of the issuing Branch;”.

(ii) after Form No.4, the following form shall be inserted, namely :-

“FORM NO. 5

[see regulation 18(3)]

Memorandum appearance

The Bench Officer,

Company Law Board ………………..Bench

In the matter of ………………………….Petitioner.

-V-

…………………………………………… Respondent

(C.P. No……… of ……….199 )

Sir,

Please take notice that I, AB, Secretary in whole-time practice / practicing Chartered Accountant practicing Cost & Work Accountant, am duly authorized to enter appearance and do hereby enter appearance, on behalf of ……… petitioner / opposite party / Registrar/ Regional Director / Government of ………………. in the above mentioned petition.

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

Dated ………… day of …………… 19……….

Enclosure: as aforesaid.

*Strike if not applicable.

Yours sincerely,

( )

Address :

Tele No.

(q) In Annexure III

(i) against Sl. No.1, in column 4, in item No.11, the word, figures and brackets ‘and 36(2)’ shall be inserted at the end.

(ii) against Sl.No.5, in column 4, in item No,6, for the figures and brackets ‘14(4) the figures and brackets “14(3)” shall be substituted.

(iii) against Sl.No.9, in column 4, under the heading “where the petition is made by any other person”, for item No.6, the following item shall be substituted, namely :-

“6. Memorandum of appearance with a copy of the Board’s resolution or the executed Vakalatnama, as the case may be”;

(iv) against serial No.12, in column 4, for item No.5, the following item shall be substituted, namely : -

“5. Memorandum of appearance with a copy of the Board’s resolution or the executed Vakalatnama as the case may be”;

(v) against Sl.No.13, in column 4,-

(a) in term No. 2, for the figures, letter and brackets 293 (1)(a) the figures, letter and brackets”293(1)(d) shall be substituted.

(b) item No.3 shall be omitted.

(vi) against Sl.No.14, in column 4, for item No.4, the following item shall be substituted, namely :-

“(4) Memorandum of appearance with a copy of the Board’s resolution or the executed Vakalatnama, as the case may be:-

(vii) against Sl.No.15, in column No.4, for item No.4, the following item shall be substituted, namely : -

“(4) Memorandum of appearance with a copy of the Board’s resolution or the executed Vakalatnama, as the case may be:-

(viii) against Srl. No.17 in column 4, for item No.4, the following item shall be substituted, namely :-

“(4) Memorandum of appearance with a copy of the Board’s resolution or the executed Vakalatnama, as the case may be:-

(Ix) against serial No.23, in column 4,

(a) for item 4, the following item shall be substituted, namely :-

“(4) Memorandum of appearance with a copy of the Board’s resolution or the executed Vakalatnama, as the case may be:-

(b) after item 4, the following item shall be added, namely:-

“5. Three extra copies of the petition:’.

[No.1/10/88-CLB]

By order of the Company Law Board

S. Balasubramanian, Member Company Law Board

Foot Note :- Principal Regulation

G.S.R. No.29 (E) dated 31.5.91