Companies (Central Government's) General Rules and Forms (Amendment) Rules,
2012 - INSERTION OF RULES 4BBB, 6C, 6D, 6E & 6F, FORM 24AAA and annexure
'e'
Notification [F No. 1/1/2003-CL.V], dated 10-7-2012
In exercise of the powers conferred by clauses (a) and (b)
of sub-section (1) of section 642 of the Companies Act, 1956 (1 of
1956) read with sections 20 and 21 of the Companies Act, 1956, and all
other powers enabling the Central Government to make rules, the Central
Government hereby makes the following rules further to amend the
Companies (Central Government's) General Rules and Forms, 1956, namely: -
1. (1) These rules may be called the Companies (Central Government's) General Rules and Forms (Amendment) Rules, 2012.
(2) They shall come into force with effect from 12th August, 2012.
2. After rule 4BBA of the Companies (Central
Government's) General Rules and Forms, 1956 (hereinafter referred to as
the said rules), the following rule shall be inserted, namely: -
(1) The company shall, not less than one month before
filing any petition in Form 1 as referred in Annexure 'E' along with
Form 24AAA as referred in Annexure 'A' under sub-section (2) of section
17,-
(i) publish a general notice, at least once,
in a daily newspaper published in English and in the principal language
of the State in which the registered office of the company is situated,
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 of Association and may intimate to the
Regional Director within twenty-one days of the date of publication of
that notice, the nature of interest and grounds of opposition ; and
(ii) serve, by certificate of posting, individual notice to the effect set out in clause (i) above on each debenture-holder and creditor of the company.
(2) Where the petition seeks to shift the registered
office of the company from one State to another, a notice together with
copy of the petition shall also be served by the company, by registered
post, on the Chief Secretary to the Government of the State in which the
registered office of the company is situated, or, where the registered
office of the company is situated in a Union territory, to the
Administrator 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 Regional Director and shall also serve a copy of the
objections on the company at its registered office.
(4) If no response is received by the Regional Director
within the time specified in sub-rule (3), all the person concerned
shall be deemed to have consented to the alteration proposed in the
petition:
Provided that the Regional Director, may, if he thinks
fit, permit any person to file objections, even after the final hearing
after giving notice to the company.
(5) The company shall prove the dispatch, publication
and service of notice by an affidavit and such affidavit shall be
enclosed with the petition.
(6) A petition under section 17 shall contain a list
stating the name and addresses of the creditors and debenture holders
and the amount due to each of them up to the latest practicable date
preceding the date of filing of the petition which shall not precede the
date of filing the petition by more than one month.
(7) The Secretary of the 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 inquiry into the affairs of the company and,
having done so, have formed the opinion that the list referred to in
sub-rule (6) is correct, and the estimated values 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 and the same are borne out by the books and records of the company
and that there are no other debts, 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 be kept at the registered office of the company
and any person desirous of inspecting the same may, at any time, during
normal working hours of business, inspect and take extracts of the same
on payment of fifty rupees to the company.
(9) Where no objection has been received from any of
the parties, the Regional Director may pass necessary orders with or
without hearing".
3. After rule 6B of the said rules, the following rules shall be inserted, namely:-
"6C Petition under section 141.-
(1) A petition to the Regional Director under section
141 shall be prepared in Form 1 as referred in Annexure 'E' along with
Form 24AAA as referred in Annexure 'A' and presented by the petitioner
or through authorized representative to the office of the Regional
Director electronically.
(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.
(3) Notwithstanding anything contained in sub-rules (1)
and (2), the Regional Director may permit more than one person to join
together and file a single petition if he 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.
(4) Every petition, 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.
(5) Where the deponent is not personally known to the
person before whom the affidavit under sub-rule (4) is sworn, he shall
be identified by a person who is known to the person before whom the
affidavit is sworn.
(6) Every affidavit under sub-rule (4) shall clearly and separately indicate the statements which are true to the -
(a) knowledge of the deponent; or
(b) information received by the deponent; or
(c) belief of the deponent; or
(d) information based on legal advice.
(7) Where the statement referred to in sub-rule (6) 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.
6D. Petition under section 188.-
(1) A petition to the Regional Director under section
188 shall be prepared in Form 1 as referred in Annexure 'E' along with
Form 24AAA as referred in Annexure 'A' and presented by the petitioner
in person or through authorised representative to the office of the
Regional Director electronically.
(2) The petitioner shall serve a copy of the petition
on the respondent or respondents, as the case may be, and produce
evidence of such service.
(3) Notwithstanding anything contained in sub-rules (1)
and (2), the Regional Director may permit more than one person to join
together and file a single petition if he 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.
(4) Every petition, 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.
(5) Where the deponent is not personally known to the
person before whom the affidavit under sub-rule (4) is sworn, he shall
be identified by a person who is known to the person before whom the
affidavit is sworn.
(6) Every affidavit under sub-rule (4) shall clearly and separately indicate the statements which are true to the -
(a) knowledge of the deponent; or
(b) information received by the deponent; or
(c) belief of the deponent; or
(d) information based on legal advice.
(7) Where the statement referred to in sub-rule (6) 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.
6E. Contents of petition.- Every petition shall set forth-
(i) the name of the company, with its status,
(ii) date of incorporation,
(iii) the address of its registered office,
(iv) authorised
capital, paid-up capital with division of different classes of shares
and terms of issue, if any, in the case of preference shares,
(v) main objects in brief, for which the company was formed,
(vi) present business activities of the company,
(vii) grounds for such petition and the nature of relief(s) prayed for.
6F. Documents to accompany the petition.-
(1) A petition under section 17, section 141 or section 188 shall be accompanied by documents specified in Annexure E.
(2) Documents referred to in sub-rule (1) may be attested by the party or the authorised representative or the advocate.
(3) Where the petition is filed by the authorised
representative, memorandum of appearance shall be appended to the
petition as in Form 2 as referred in Annexure E."
4. In Annexure 'A' to the said rules, after form 24AA, the following form shall be inserted, namely:-
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[Pursuant to sections 17, 18, 19, 141 and 188 of the Companies Act, 1956]
Form for filing petitions to Central Government (Regional Director)
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5. After Annexure 'D' to the said rules, the following Annexure shall be inserted, namely:-
"Annexure 'E'
"FORM 1
(See rule 6B, 6C and 6D)
[Form for filing petitions
to the Central Government (Regional Director) (pursuant to section 17,
141 and 188 of the Companies Act, 1956)]
BEFORE THE REGIONAL DIRECTOR, ………… /
IN THE MATTER OF THE COMPANIES ACT, 1956, SECTION …..
IN THE MATTER OF ……………………………
(State the name and registered office address of the company)
AND
IN THE MATTER OF …………………………….. (Petitioner)
(state the name and address of the petitioner)
OR
(where applicable)
AB
v.
CD
| 1. |
Details of petition
Particulars of the company, whether petitioner or not
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| 2. | Particulars of the petitioner(s) (need not be stated where company is the petitioner) (Name, description, father's/husband's name, occupation, capacity, i.e. qua shareholder, qua depositor and address of the petitioner(s) |
| 3. | Particulars of respondent(s) need not be stated where company is the respondent) (Name, description, father's/husband's name, occupation, capacity, i.e. qua shareholder, qua depositor and address of the petitioner(s) |
| 4. |
Jurisdiction of the Regional Director/Registrar of Companies
The petitioner declares that the subject-matter of the
petition is within the jurisdiction of the Regional Director/Registrar
of Companies.
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| 5. |
Limitation
The petitioner further declares that the petition is
within the limitation laid down in section …….. of the Companies Act,
1956 (or
Securities Act, 1956) (where applicable)
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| 6. |
Facts of the case are give below
(Give here a concise statement of facts in a chronological
order, each paragraph containing as nearly as possible a separate
issue, fact or otherwise.
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| 7. |
Matters not previously filed or pending with any other Court.
The petitioner further declares that he had not previously
filed any application, writ petition or suit regarding the matter in
respect of which this petition has been made, before any court of law or
any other authority or any other Bench or the Board and not any such
application, writ petition or suit is pending before any of them.
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| 8. |
Relief(s) sought.
In view of the facts mentioned in para …….. above, the
petitioner prays for the following relief(s): (Specify below the
relief(s) sought explaining the ground for relief(s) and the legal
provisions (if any) relied upon)
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| 9. |
Interim order, if any, prayed for. Pending final decision
on the petition, the petitioner seeks issue of the following interim
order:
(Give here the nature of the interim order prayed for with reasons)
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| 10. |
List of enclosures
(See rule 6 F)
1.
2.
3.
4.
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Signature of the Petitioner
_____________________
FORM 2
[See rule 6 F (3)]
Memorandum of appearance
To
The Regional Director/Registrar of Companies
…………..,
In the matter of …….. Petitioner.
Versus
………….Respondent
Sir,
Please take notice that I, _______________, Secretary in
whole-time practice/ practising Chartered Accountant/practising Cost
& Works Accountant, duly authorised to enter appearance, and do
hereby enter appearance, on behalf of ……… petitioner/opposite party
before the Regional Director/Registrar of Companies/Government of
…………….. in the above-mentioned petition.
*A copy of the resolution passed by the Board of Directors
authorising me to enter appearance and to act for every purpose
connected with the proceedings for the said party is enclosed, duly
signed by me for identification.
Yours sincerely,
Dated…… day of ………..
…………..
…………..
Address: …………..
Membership No …………..
(Telephone No. ………)
Enclosure: as aforesaid".
*Strike, if not applicable.
DOCUMENTS TO BE ATTACHED WITH A PETITION
(See rule 6F)
| 17(2) | Petition for confirming alteration in Memorandum of Association as to change of place of the registered office from one State to another or with respect to objects of a company |
1. Copy of the notice calling for the meeting with Explanatory Statement
2. Copy of the Special Resolution sanctioning the alteration by the members of the company.
3. Copy of the minutes of the meeting at which the Special Resolution was passed.
4. Affidavit verifying the petition.
5. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.
6. Affidavit proving dispatch and service of notice together with newspaper cuttings.
7. Affidavit verifying list of creditors as per regulation 36(7).
8. Acknowledgement receipt from the Chief Secretary of the State Government/ Administrator, where applicable
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| 141(1) and (3) | Petition for extension of time or condonation of delay in filing the particulars of a charge or modification of a charge or limitation of payment or satisfaction of a charge with the Registrar of Companies. |
1. Copy of the resolution envisaged by Section 292(1) (b) or (c) and section 293(1) (d), as may be applicable.
2. Affidavit verifying the petition.
3. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.
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| 188(5) | Application for order as to whether the rights conferred are being abused to secure needless publicity for defamatory matter and to order company's costs to be paid in whole or in part by the requisitionists. |
1. Affidavit verifying the petition.
2. Memorandum of appearance or duly executed Vakalatnama."
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