PETITION IN FORM NO 1
(See
Regulation 13 & 14)
BEFORE THE COMPANY LAW BOARD WESTERN REGION BENCH, MUMBAI
Company
Petition No---------------- of 2002
In
the matter of Section 141 of the Companies Act, 1956 (1 of 1956)
AND
In the matter of ** (**) Limited having its Registered Office at ***.
AND
In the matter of *** having its Registered Office at ***.
-------------PETITIONERS
Versus
**Bank
Limited having its Branch Office at ***.
Details of Petition
1. Particulars of
the Company
The above named Company, (herein after
called “the petitioner”) within the meaning of Section 3(1)(iv) of the
Companies Act, 1956[hereinafter called “The Act”] was incorporated on **** as a
private limited company, limited by shares under the name **LIMITED and there
after pursuant to Section 23(1) of The Act the name changed to ***.
2. Registered
office of the Company
The Registered Office of the Company is situated at ***.
3. Authorised
Share Capital
The authorised share capital of the
Company is Rs ***) divided into **) equity shares of RS 10/- each and paid up
share capital of the Company is RS ****.
4. Particulars of
Respondent
**Bank Limited * Branch **, is the
respondent and it is having its branch office at ***(herein after referred to
as the Bank)
5. Jurisdiction
of the Bench
The Petitioner declares that the
subject matter of this petition is within the jurisdiction of this Honorable
Bench.
6. Limitation
The Petitioner further submits that
the petition is within the limitation laid down in Section 17 of the Companies
Act, 1956 and the Company Law Board Regulations, 1991.
7. Present
Business Activities:-
I.
The Petitioner
Company is presently engaged in the business of ****.
II.
The main
object for which the Company was formed as set out in clause III (A) of the
Memorandum of Association of the Company are as under:-
******
Facts of the case are given below:-
8.
The Petitioner
Company availed loan of Rs ***/- (Rupees ****Only) from the Respondent Bank for
purchase of **** against the security of said **by way of first charge in
favour of the Bank.
9.
Loan cum
Hypothecation agreement was executed on *** between the Petitioner Company
& Respondent Bank through its Vice President. Certified copy of agreement
is annexed hereto as A-2.
10.
The
particulars of the charge created on assets of the Petitioner Company was
required to be filed on or before *** and filed with the office of the
Registrar of Companies, ***. Certified copy of Form no 8 & 13 filed with
the Registrar of Companies, ***is annexed hereto as A-3.
11.
The Registrar
of Companies, ***vide office letter no * dated ** stated that since the
particulars of charge have not filed in time, as per Section 126 of the
Companies Act, 1956, the Company is advised to move an application to the
Company Law Board for condolation of delay and extension of time under Section
141 of the Companies Act, 1956. The certified true copy of the said letter is
annexed hereto as A-4.
12.
The delay in
filing particular charge was occasioned due to the reason that the concerned
department of the Company wrongly understood the transaction as hire purchase
transaction. The Company being small scale Company had no pre audit system.
13.
On being
pointed out the default by the Respondent Bank and auditors of the Company, the
Company initiated action to file the particulars of Charge without any loss of
the further time.
14.
The delay in
filing the particulars of charge has occurred accidentally and inadvertently
without any malafide intention on the part of the Company or any of its
Directors. Further the company has regularly and in time filed the particulars
charge and complied with the provisions of the Companies Act, 1956. The company
has also filed all the required documents up to the date with the Registrar of
Companies, ***. The Petitioner further preys that the extension of time is not
of a nature to prejudice the position of creditors or shareholders of the
Company.
15. Matter not
previously filed or pending with any other Court.
The Petitioner further declares that
it 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 no such
application, writ petition or suit is pending before any of them.
16. Relief
Sought:-
The Petitioner therefore prays that:
I.
The time for
filing of particulars of Charge may please be condoned and the time may be
extended up to and inclusive of **.
II.
The Registrar
of Companies, *** be directed to register the aforesaid pariculars of Charge.
III.
Such other order
or orders as, in the premises, the Honorable Bench may deem fit and proper to
pass, may be passed.
17. Interim order,
if any preyed for:
None
18. Particulars of
the bank draft evidencing payment of fee for the petition.
I. Branch of the bank on which drawn - Main Branch, Mumbai.
II.
Name of the
issuing branch - ****
*
III.
Demand draft
no -
IV.
Date -
V.
Amount ****
19. List of enclosures
I.
Copy of
Memorandum and Articles of Association of the Company.
II.
Certified true
copy of agreement no ***.
III.
Certified true
copy of form no 8 & 13 filed with the Registrar of Companies, ***.
IV.
Certified true
copy of form letter received from the Registrar of Companies, *** informing the
Company about the delay in filing the particulars of charge.
V.
Bank Draft no
----------- dated ------------ drawn on State Bank of India, Main Branch,
Mumbai evidencing payment of application fee.
VI.
Affidavit
verifying the petition.
VII.
Certified true
copy of the Board of Directors Resolution authorising the Directors of the
Company to Sign, file and affirm the petition and other related documents.
VIII.
Memorandum of
appearance.
IX.
Proof of
service of notice together with copy of petition to the Registrar of Companies,
**** by hand delivery.
For ***) Limited DIRECTOR.
ANNEXURE:- A- 6
AFFIDAVIT
VERIFYING THE PETITION
BEFORE
THE COMPANY LAW BOARD WESTERN REGION BENCH,
MUMBAI
Company
Petition No---------------- of 2002
In
the matter of Section 141 of the Companies Act, 1956 (1 of 1956)
AND
In the matter of **) Limited having its Registered Office at ***.
AND
In the matter of **** having its Registered Office at ***.
-------------PETITIONERS
Versus
***
Bank Limited having its branch office at ***
I ** son of *** aged ***) years, by
occupation ****at present residing at “*****do solemnly affirm and say as follows:-
1.
I am the Chairman and Director
of **** Limited, the petitioner in the petition of the Company, and I am duly
authorised to make this affidavit on its behalf.
2.
The statement made in
paragraphs 1,2,3,7,9,12 and 13 of the petition are based on information
received by me from the records of the Company and I believe the same to be
true, and the statements made in paragraphs 5,8 and 10 are true to my knowledge
and statements made in paragraphs 4,6 and 11 are true to my belief.
3.
I swear and solemnly affirm that this declaration is true
and that it conceals nothing and no part of it is false.
Solemnly
affirmed at ----------- this -----th day of ----------2001.
DEPONENT
DEPONENT
BEFORE
ME
ANNEXURE A-8
MEMORANDUM
OF APPEARANCE
BEFORE
THE COMPANY LAW BOARD WESTERN REGION BENCH,
MUMBAI
Company
Petition No---------------- of 2002
In
the matter of Section 141 of the Companies Act, 1956 (1 of 1956)
AND
In the matter of **** Limited having its Registered Office at ****
AND
In the matter of *** having its Registered Office at ***.
-------------PETITIONERS
Versus
***Limited
having its branch office at ****
The Bench
officer,
Company Law
Board
Western
Region Bench
Mumbai.
Sir,
Please take
notice that I, ***Secretary in whole time practice, duly authorised to enter
appearance, and do hereby enter appearance on behalf of **** Limited,
petitioner in the above mentioned petition.
A copy of
the resolution passed by the Board of Directors of the said Company authorising
me to enter appearance and to act for
every purpose connected with the proceedings for the said company is enclosed
duly signed by me for identification.
Dated this
--------------, 2001.
Yours
faithfully,
****.
Company
Secretary in Whole Time Practice
****
(Proprietor)
Encl : as
aforesaid *****
ANNEXURE A-09
***) LIMITED
****.
To 28/12/2001
The
Registrar of Companies,
****
Dear Sirs,
Sub: Petition before the Company Law
Board in the matter of * **) Limited for
Registration ***
The Company proposes to make a petition under
Section 141 of the Companies Act, 1956, to the Company Law Board, Western
Region Bench, Mumbai, for condolation of delay and seeking the time for filing
of particulars of Charge up to and inclusive of ***
The Company has already filed the form no 8 and 13
with your office.
If you desire to oppose the confirmation of the
proposed alteration, please deliver or cause to be delivered or send by
registered post your objection supported by an affidavit in original to the
Bench Officer, Western Region Bench, Company Law Board, N.T.C. House, 2nd
floor, 15, Narottam Morarji Marg, Ballard Estate, Mumbai 400038.
The copy of petition along with all necessary
enclosures and documents to be filed with Company Law Board is enclosed for
your reference.
Kindly acknowledge the receipt.
Yours faithfully
****) Limited
****
Chairman & Director
INDEX
****) Limited
Index
of Documents/Annexures to the petition under Section 141 of the Companies Act,
1956.
|
Sr no
|
Contents
|
Annexures
|
Page
|
no
|
|
|
|
|
From
|
To
|
|
1
|
Petition in Form no 1 under Section
141 of the Companies Act, 1956 duly signed and stamped
|
A
|
1
|
3
|
|
2
|
Copy of Memorandum and Articles of
Association of the Company
|
A-1
|
4
|
31
|
|
3
|
Certified true copy of agreement ****
|
A-2
|
32
|
33
|
|
4
|
Certified true copy of form no 8
& 13 filed with the Registrar of Companies, ***
|
A-3
|
34
|
-
|
|
5
|
Certified true copy of form letter
received from the Registrar of Companies, ** at ** informing the Company
about the delay in filing the particulars of charge.
|
A-4
|
35
|
-
|
|
6
|
Bank Draft evidencing payment of
application fee
|
A-5
|
36
|
-
|
|
7
|
Affidavit verifying the petition.
|
A-6
|
37
|
-
|
|
8
|
Certified true copy of the Board of
Directors Resolution dated ---------passed authorising the Directors of the
Company to Sign, file and affirm the petition and other related documents.
|
A-7
|
38
|
39
|
|
9
|
Memorandum of Appearance
|
A-8
|
40
|
49
|
|
|
|
|
|
|
|
10
|
Proof of service of notice together
with copy of the petition to the Registrar of Companies, ****by hand delivery
|
A-9
|
67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annexure
A-7
****) LIMITED
****.
Abstract from the minutes of the meetings of the Board of Directors of **** Limited on ---------, --------- 200* at 4.30 p.m. at the Registered Office of the Company situated at ***
TO FILE PETITION WITH THE COMPANY LAW BOARD
“Resolved that a petition/s be filed before the
Company Law Board, Western region Bench Mumbai for condolation of delay and the
extention of time up to and inclusive of 03/12/2001 for filing of particulars
of Charge with the Office of the Registrar of Companies***, inrespect of
agreement nos ** to **executed with ***Bank ***
RESOLVED
FURTHER THAT Shri ** and Shri -------------- P Directors of the Company be and
are hereby authorised severally and/or jointly, if required by law, to sign and
file on behalf of the Company before the Company Law Board, Western Region
Bench, Mumbai, petition, affidavit(S), undertaking(s) or any other documents as
and when required by the Company Law Board in connection with the petition.
RESOLVED FURTHER THAT ***, Company Secretary in
whole time practice be and is hereby authorised to appear on behalf of the
Company as its representative before the Company Law Board, Western Region
Bench, Mumbai, and do such other things and acts as may be required, necessary
or expedient to do in connection with or incidental to the said petition and to
make changes, modifications therein as prescribed by the Company Law Board
while granting such confirmation.
Certified to be true
For **** Limited
Director
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