How to move a petition before Company Law Board (CLB)

The Companies Act, 1956 has empowered Investors, shareholders & depositors to enforce certain rights by way of moving a petition or application before Company Law Board(CLB).

He can make an application to CLB for issuing directions for failure of the company to make timely repayment of Deposits or redemption of debentures or calling of AGM/EOGM.

He can make a petition for inspection of statutory books/records or for receiving certain information or seeking action in case of oppression and mis-management.

 

This Section Contains:

§         Procedure of filing an Application before the Company Law Board

o        Format of Application to be filed with CLB in case of default in repayment of deposits.

o        Format of Application to be filed with CLB in case of default in repayment of debentures.

o        Format of Application to be filed with CLB in case of default by the company in holding its AGM/EOGM.

§         Procedure for filing petition

 o      Format of petition to be filed before CLB.

§         Recourse available to investor if company does not make payment as ordered by CLB.

§         Procedure/ requirement for filing a petition/ application u/s 397/398 of the Companies Act, 1956

Addresses of CLB  Benches and their jurisdiction.

 

Procedure of filing an application before the Company Law Board

  1. Form No. 4 prescribed under the Company Law Board Regulations, 1991 is to be filed in duplicate with the Company Law Board Benches at New Delhi/Mumbai / Chennai/Kolkata.. 
  2. A demand draft for prescribed fees duly drawn in favour of “The Pay & Accounts Officer, Department of Company Affairs” payable at New Delhi/Mumbai / Kolkata / Chennai as the case may be attached with the above said form No. 4.
  3. Separate Form No. 4 along with demand draft for fees is to be filed by each applicant.

Format of Application to be filed with CLB in case of default in repayment of deposits.

Form No.4

Application by depositor under section 58A of the Act or section 45QA of the Reserve Bank of India Act, 1934

Before the Company Law Board (………… Bench)

In the matter of the Companies Act, 1956 (1 of 1956), section 58A of the Act or section 45QA of the Reserve Bank of India Act, 1934

and          

In the matter of ………………………………………….. (state the name of the Depositor-applicant)

and

In the matter of ……………………………………….. Limited

(State the name of the company)

a)     Name and address of the depositor-applicant

b)     Name of the company and address of its registered office

c)     Name (s) of depositor (s) with full address

d)     Amount of deposit

e)     Fixed deposit receipt No. and date (Photostat copy to be enclosed)

f)       Terms and conditions of deposit as also date of maturity of deposit

g)     Details of payment made by the company, if any

h)     Actual amount due as on date of application (principal/interest)

i)        Details of correspondence, if any, made between the company and the depositor (copy of  correspondence to be enclosed)

j)       Any other particular(s) as may be considered relevant

 

The depositor-applicant therefore, prays:

(i)                             That the company, above-named be directed to make repayment of the aforesaid deposit’s) along with interest due thereon in accordance with the terms and conditions of the deposit.

(ii)                           that such further orders be passed as the Company Law Board may deem fit in the circumstances of the case

 

Place……………….                               ………………………………………………………..

Date……………….                                Signature of the Depositor-applicant

*Delete whichever is not applicable.

 

Notes:

1.      The application shall be accompanied by a fee of rupees fifty by way of bank draft in favour of “The Pay and Accounts Office, Department of Company Affairs, New Delhi/Bombay/Calcutta/Madras.”

2.      This application shall be made in duplicate.

 

 

Format of Application to be filed with CLB in case of default by the company in holding its AGM/EOGM.

Form No.4

Application under section 186/167* of the Companies Act, 1956

Before the Company Law Board (………… Bench)

In the matter of the Companies Act, 1956 (1 of 1956), section 186/167* of the Act

and          

In the matter of ………………………………………….. (state the name of the Applicant)

and

In the matter of ……………………………………….. Limited

(State the name of the company)

a.      Name and address of the Applicant

b.      Name of the company and address of its registered office

c.      Date by which the required meeting must have been held.

d.      Details of correspondence, if any, made between the company and the depositor (copy of  correspondence to be enclosed)

e.      Any other particular(s) as may be considered relevant

The Applicant therefore, prays:

(i)                             That the company, above-named be directed to hold its AGM/any other general meeting as per the requirements of the Companies Act, 1956.

(ii)                           that such further orders be passed as the Company Law Board may deem fit in the circumstances of the case

 

Place……………….                                ………………………………………………………..

Date……………….                                Signature of the Applicant

 

*Delete whichever is not applicable.

 

Notes:

1)     The application shall be accompanied by a fee of rupees five hundred by way of bank draft in favour of “The Pay and Accounts Office, Department of Company Affairs, New Delhi/Bombay/Calcutta/Madras.”

2)     This application shall be made in duplicate.

 

 

Format of Application to be filed with CLB in case of default in repayment of debentures.

Form No.4

Application under section 117C of the Companies Act, 1956

Before the Company Law Board (………… Bench)

In the matter of the Companies Act, 1956 (1 of 1956), section 117C of the Act

and          

In the matter of ………………………………………….. (state the name of the Debenture Holder)

and

In the matter of ……………………………………….. Limited

(State the name of the company)

a)     Name and address of the debenture holder

b)     Name of the company and address of its registered office

c)     Name (s) of debenture holder (s) with full address

d)     Amount of debentures

e)     Debenture certificate No. and date (Photostat copy to be enclosed)

f)       Terms and conditions of debentures as also date of redemption of debentures

g)     Details of payment made by the company, if any

h)     Actual amount due as on date of application (principal/interest)

i)        Details of correspondence, if any, made between the company and the depositor (copy of  correspondence to be enclosed)

j)       Any other particular(s) as may be considered relevant

The Applicant therefore, prays:

The depositor-applicant therefore, prays:

(i)                             That the company, above-named be directed to make repayment of the aforesaid debentures along with interest due thereon in accordance with the terms and conditions of the deposit.

(ii)                           that such further orders be passed as the Company Law Board may deem fit in the circumstances of the case.

 

Place……………….                                ………………………………………………………..

Date……………….                                Signature of the Applicant

 

Notes:

1)     The application shall be accompanied by a fee of rupees fifiy by way of bank draft in favour of “The Pay and Accounts Office, Department of Company Affairs, New Delhi/Bombay/Calcutta/Madras.”

2)     This application shall be made in duplicate.

 

Procedure for filing petition

A petition to the Bench shall be prepared in Form No.1 and presented by the petitioner in person or through authorized representative to the office of the Bench or be sent by registered post with acknowledgment due addressed to the Secretary or Bench Officer of the Bench concerned, as the case  may be.

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

Provided that where the number of respondents is more than five, 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.

The petitioner shall serve a copy of the reference or petition other than a petition, under sections 49, 79, (111, 111A), 113, 118, 144, 163, 196 and 219 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 further that, in case of a petition or complaint under section 235, 250, 397 and 398 of the Act, a copy thereof shall also be served upon the Central Government.

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.

 

 

Format of petition to be filed before CLB.

Form No.1

 

Before the Company Law Board………………………….Principal Bench / Additional Principal Bench, Region Bench, Bombay/Calcutta/Madras/New Delhi.

In the matter of the Companies Act, 1956, section ……………….. or (where applicable). The Monopolies and Restrictive Trade Practices Act, 1969, section 2A or (where applicable). The Reserve Bank of India Act, 1934, section 45QA and in the matter of ……………………………………………. (State the name and registered office addresses of the company) and in the matter of ……………… (Petitioner) ………………………………………………………………………….(State the name and address of the petitioner) or (where applicable).

 

AB                                                                                   … Petitioner (s)

versus

CD                                                                                   … Respondent (s)

Details of petition

1.       Particulars of the company, whether petitioner or not (see regulation 16).

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 respondent(s).]

4.         Jurisdiction of the Bench – The petitioner declares that the subject-matter of the petition is within the jurisdiction of the Bench.

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).

6.         Facts of the case are given 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.]

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 of the Board and that any such application, writ petition or suit is pending before any of them.

In case of the petitioner had previously filed any application, writ petition or suit, the stage at which it is pending and if decided, the gist of the decision should be given.

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.]

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).

10.     Particulars of bank draft evidencing payment of fee for the petition or application made:

(i)                             Branch of the Bank on which drawn.

(ii)                           Name of the issuing branch;

(iii)                          Demand Draft No………………………

Date…………………………………………..

Amount Rs……………………….

 

Actions to be taken if company does not make payment in compliance of CLB’s order

1.      In case of non compliance of CLB Orders by NBFC a complaint is to be lodged by the Depositors with the office of RBI in the State where the registered office of the company is situated.

2.      In case of non compliance of CLB Orders by other companies complaints are to be lodged with the ROC of a State in which the registered office of the company is situated.

Procedure/ requirement for filing a petition/ application u/s 397/398

of the Companies Act, 1956

The requirement of filing a petition/application u/s 397/398 of Companies Act, 1956are as under:-

1.     The petitioners must satisfy the requirement of section 399 of the Companies Act, 1956 i.e. for a company Ltd. by shares the petitioners must constituted either 100 members or one-tenth of the total number of the members of the company whichever is less or the petitioners must hold one-tenth of the issued share capital of the company and in the case of a company not having a share capital the petitioners must constitute one-fifth of the total number of its members.

2.     in case where the number of the persons required to satisfy 1. above and to be made petitioners is large, any one or more of them having obtained the consent in writing of the rest may make the petition/application on behalf and for the benefit of all of them. 

3.     in case the members complaining do not satisfy 1 above they may apply to the Central Government who may, if in its opinion circumstance exist which make it just and equitable to do so, authorize the members of the company to apply to the Company Law Board u/s 397/398 notwithstanding that the requirement of 1. above are not fulfilled.

4.     the petition/application has to be drawn on substantial paper of full scape as required under regulation 11 and 16 of the Company Law Board Regulation 1991.

5.     the petition has to be drawn in form No.1. as prescribed under Company Law Board Regulation 1991.

6.     Requisite fee towards a petition i.e.  Rs. 5,000/- , and Rs. 50/- towards application by way of demand draft drawn in favour of “Pay & Account Officer, Department of Company Affairs, New Delhi/ Chennai” has to be remitted.

7.     Petition/ Application has to be accompanied by affidavits verifying the petition/\application from all the petitioners drawn on non-judicial stamp paper of requisite value duly attested by  Notary public/ Oath Commissioner in accordance with regulation 14(8) & (9) of the Company Law Board Regulation 1991.

8.     The petition/application has to be served on the concerned Registrar of Companies and Regional Director, Department of Company Affairs and on all the respondents.

9.     The petition/application along with annexure duly page numbered with proper index are required to be properly bound in a paper book.

 

Addresses of CLB  Benches and their jurisdiction

S.No. Region States/Union Territories
1. Eastern Region, Company Law Board,
9, Old Post Office Street, Kolkata
States of Arunachal Pradesh,
Assam, Bihar, Manipur, Meghalaya, Nagaland, Orissa, Sikkim, Tripura, West Bengal and Union Territories of Andaman and Nicobar Island and Mizoram.
2.  Northern Region, Company Law Board,
5th Floor, ‘A’ Wing,Shastri Bhawan,
Dr. Rajendra Prasad Road,New Delhi-110001.
States of Haryana, Himachal Pradesh, Jammu & Kashmir,Punjab, Rajasthan, Uttar Pradesh   and Union Territories of  Delhi and Chandigarh.
3.  Southern Region/Addl. Principal Bench
Company Law Board, Shastri Bhawan,
Block-1, 26, Haddows Road, Chennai
States of Andhra Pradesh,Karnataka, Kerala, Tamil Naduand Union Territories of  Pondecherry and Lakshadweep Island.
4.    Western Region. Company Law Board,
NTC House, N.M.  Marg Ballard Estate,Mumbai 
States of Goa, Gujrat, Madhya Pradesh, Maharashtra and [Union Territories of Dadra and Nagar Haveli and Damman and Diu]

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