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: –
“4BBB Petition under section 17.-
(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:-
| FORM 24AAA
[Pursuant to sections 17, 18, 19, 141 and 188 of the Companies Act, 1956] Form for filing petitions to Central Government (Regional Director) |
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 |
| 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. |
| 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 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. |
| 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. |
| 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. | List of enclosures
(See rule 6 F) 1. 2. 3. 4. |
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 |
| 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. |
| 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.” |
