CLB Regulations 1991

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APPENDIX 3COMPANY LAW BOARD REGULATIONS, 19911

In exercise of the powers conferred by sub-section (6) of section IOE of the Companies Act, 1956 (I of1956), the Company Law Board hereby makes the following regulation s, namely:-CHAPTER IPRELIMINARY1. Short title, commencement and interpretation.--(I) These regulations may be ca lled the Company Law Board Regulations, 1991.

(2) They shall come into force on the date of their pUblication in the Official Gazette.(3) The General Clauses Act, 1897 (10 of 1897), appl ies to the interpretation of these regulations as itapplies to the interpretations of a Central Act.2. Definitions.--( I) In these regulations, unless the context otherwise requires,-

(a) "Act" means the Companies Act, 1956 (J of 1956);(b) "Annexure" means an Annexure to these regUlations;(c) "Application" means an application by which an interlocutory proceeding is commenced before a Bench;(d) "Authorised representative" means a person authorised in writing by a party under subregulation (2) of regulation 19 to function before a Bench as the representative of such party;

2[(e) "Bench" means a Bench of the Board and includes the principal Bench 3[Addilional PrincipalBench] and a member sitting singly;](j) "Bench Officer" means an officer notified by the Board for the purpose o f -

(i ) receiving, examining and processing of applications; and .(ii) perfonning such other functions as may be entrusted to him by or under these regulations;

(g) "Board" means the Board of Company Law Administration, constituted under section IOE ofthe Act;(h) "Certified" means, in relation to a copy, certified as provided in section 76 of the Indian Evidence Act, 1872 (I of 1872);(i) "Chairman" means Chairman of the Board;4[W "Company" includes a non-banking financial company as defined in clause (j) of section 45-1of the Reserve Bank of India Act, 1934 (2 of 1934) and a foreign company;](k) "Filed" means filed in the office of the Bench;(I) "Form" means a fonn specified in Annexure 11;

2[(m) "Member" means a member (whether judicial or technical) of the Board and includes theChairman and Vice Chairman;](n) "The Monopolies Act" means the Monopolies.and Restrictive Trade PracticesAct, 1969 (54 of1969);(0) "Office of the Bench" means the office of the Bench Officer;(p) "Party" means a person who files an application or petition before a Bench, the respondent; theRegistrar of Companies or the Regional Director and includes any person who has a right

I. Published in the Gazene of India, Extraordinary. Part II, section 3(i) vide Notification No. GSR 291(E), dated31st May, 1991 [(1991)71 Com Cases (S t.) 37].2. Subs. by CLB Amendment Regulation, 1994 vide GSR 593(E), dated 25-7-1994 (w.e.f. 25-7-1994).3. lns. by the Amendment Regulations, 2000 vide GSR 917(E), dt. 14- 12-2000.4. Subs. by Amendment Regulations, 1997 vide GSR 433(E), dated 1-8 -1997.


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r The Company Law Board Reguiatior,s, /99J-Regn. 4 App. 3 6697under the '[Act or the Reserve Bank of India Act, 1934 (2 of 1934)] to make suggestions orobjections;

(q) "Petition" means an application, appeal or complaint in pursuance of which any proceeding,not being an interlocutory proceeding, is commenced by the Bench;(r) "reference" means a reference within the meaning of regulations 35, 40 and 42 of tJlese regu-lations; .(s) "Regional Director" means a person appointed by the Central Government as a Regional Di

rector for the purposes of the Act;(t)(u)(v)

"Registrar" means Registrar of Companies appointed under the Act;"sealed" means sealed with the seal of the 'Board' or 'Bench';"Secretary" means Secretary to the Board and includes "Under Secretary" to the Board andany other officer, by whatever name called, to whom powers and duties of Secretary may beentrusted under regulation 31 ;

(w) "Section" means a section of the Act;(x) 6[* * * *]

'[(Y) "Vice Chairman" means Vice Chairman of the Board].(2) Words or expressions occurring in these regulations and not defined in sub-regulation (I) shaH bearthe same meaning as in the Act.

NOTESThe definition of 'party' is an exhaustive definition and takes in all persons who are entitled to makesuggestions or objections, as deemed parties. Malleswara Finance & Investment Co. (P.) Ltd., (1995) IComp U I (Mad). CHAPTER II

GENERAL3. Composition of Benches of t he Board.-(I) Subject to regulation 4, every Bench of the Boardfonned under sub-section (4B) of section lOE may consist of one or more members.(2) The order of the Chairman forming any Bench shall specify therein the powers which shall be exercised and functions which shall be discharged by the Bench.(3) The Chairman shall, in relation to each Bench formed specify the member of the Bench beforewhom every matter requiring decision of the Board (not being a matter affecting the final disposal of thepetition) shall be placed for orders and in the absence of the member so specified every such matter shallbe placed before any other member of tJle Bench who is present.8[4. Power of the Chairman to specify matters which ma y be dealt with by a Bench. - ( l ) It shallbe lawful for the Chairman to provide that matters falling under sections 247, 250, 269 and 388B of theAct and under Section 2A of the Monopolies and Restrictive Trade Practice Act, 1969 (54 of 1969) shallbe dealt with by the Principal Bench consisting of one or more Members.

S. Subs. for' Act' by Amendment Regulations, 1997 , vide GSR 433(E), dated I-S-I997.6. Omitted by Amendment Regulations, 1997 vide GSR 433 (E), dated I-S-1997.7. Ins. by CLB Amendment Regulations, 1994, vide GSR 593(E), dated 25-7-1994 (w.eJ. 25-7-1994).8. Subs. by CLB Amendment Regulations, 2008, vide GSR ISSIE), dated 17-3-2008 w.eJ. 1-4-2008 for the following:--;-[4. Power of the Chairman to specify matters which may be dealt with by a Bench.--{I) It shall be lawfulfor the Chairman to provide that matters fa11ing under sections 235", 237", 247", 24S*, 250*, 3SSB"", 4OS" and 409'and matters fa11ing under Chapter VI of Part VI of the Act and under section 2A of the Monopolies Act shall be dealtwith by a Bench consisting of [one or 1II0re members] (which shall be known as the Principal Bench).

(JA) It shall also be / a ~ f u l for the Chairman to provide that matters falling wuler sections 235 and 237 of he Act andmatters falling under Chapter VI ofPart VI of he Act in so far as t h ~ y relate to Southern Region shall be dealt with by aBench consisting o/[one or more members] (which shall be known as Additional Principal Bench.](2) The Principal Bench shall be at New Delhi but the Principal Bench may sit at such places in 'India and atsuch time as may be most convenient in exercise of its powers and functions in India.(2A) The Addilional Pr incipal Bench shall be at Cltennai but it may sit at such places in Sou/hem Region asmay be more c01lvenient in exercise of ts powers and fUllctions. .(3) It shall be lawful for the Chairman to provide for matters fulling under [sections III, II I A and 269 of the Act] and

under section 22A of the Securities Act shall be dealt with by a Bench consisting of [aile or mllre members] .(4) All other matters including interlocutory and miscellaneous applications connected with the matters fallingunder sub-regulations (I) L (IA)] and (3) of utis regulation may be heard and decided by a Bench consisting of asingle member:Provided that notwithstanding anything contained in regulation 7, it shall be lawful for the Chairman to tran sferany matters pending before any Regional Bench [or the Additional Principal Bench] to the Principal Bench , forreasons to be recorded in writing.]


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6698 App.3 The Company Law Board Regulations, 1991-Regn. 5(2) The Principal Bench shall be at New Delhi but it may sit at any other place in India at its discretion

or at the joint request of all the parties.(3) It shall be lawful for the Chairman to provide that matters falling under all other sections of the Actshall be dealt with by Regional Benches, namely, New Delhi Bench, Chennai Bench, Kolkata Bench and

Mumbai aench, consisting of one or more Members:Provided that matters pending before the Principal Bench and Adejjtional Principal Bench as on 1stday of April, 2008 shall continue to be disposed of in the name of Principal Bench and Additional Princi,pal Bench respectively:Provided funher that notwithstanding anything contained in regulation 7, i t shall be lawful for theChairman to transfer any matter pending before the RegIOnal Benches to the Pnnclpal Bench eIther at thejoint request of all the parties or for other reasons to be recorded in writing.]

NOTESMatter heard by three CLB members, decided by two.-In keeping with the Regulation 4, it washeld that a matter which was heard by three members could be decided by two of them when during thefinal stages of the hearing the third member could not be present because he ceased to be a member.Rashmi Seth v. Chernon (India) P. Ltd., (1995) 82 Com Cases 563: (1992) 3 Camp U 89; Rashrn; Seth v.

Tillsoil Farms (P.) Ltd., (1992) 3 Comp U 126 (CLB); Solitaire Hotels P. Ltd., Re, (1992) 3 Camp U119 (CLB); DauZat Makanmal Luthria v. Keshave S. Naik, (1992) 3 Camp U 119 (CLB).A regional bench cannot hear a petition concerning a company whose registered office is outside thearea over which the bench has territorial jurisdiction K. SlIresh v. Associates India Finance Services Ltd.,(2009) 152 Com Cases 725 (CLB).9[5. Vacancy in the office of the Chairman.-* * * *J.1[6. Inability of the Chairman to function.-* * * *J.7. Jurisdiction of the Bench.-(I) All proceedings, other than the proceedings before the PrincipalBench under regulation 4, shall be instituted before the Bench within whose jurisdiction the registeredoffice of the company is situated."[(2) The States or Union-territories falling ulider the geographical jurisdiction of the RegionalBenches shal1 be as provided in Annexure-I .J12[(3) The Regional Benches shall ordinarily have their sittings at Kolkata, Mumbai, Chennai and NewDelhi:Provided that the Bench may, at their discretion, hold sittings in any other city or town falling withintheir respective geographical jurisdiction or any other place outside their jurisdiction with the consent ofthe parties.)

NOTESThe argument of expensive litigation was not accepted by HANSARIA 1. of the Supreme Court in SatishChandra v. Union of India, AIR 1995 SC 138 : (1994) 81 Com Cases 482 (SC). The learned judge disposed of the argument by saying that by establiShing regionwise Benches, Ule CLB has taken care of theinconvenience and expensiveness of litigation. The learned judge also upheld the Constitutional validity

9. Onritted by Amendment Regulations. 1994 vide GSR 593(E), IIated 25-7-1994 (w.e.f. 25-7-1994). Prior to itsomission Regn. 5 stood as under:- .'5. Vacancy in the office of the Chairman.-lf. for any reason. the Cbainnan is not appointed or a casualvacancy occurs in the office of the Chairman. the seniormost member of the Board, holding office of member forthe time being, shall discharge the functions of the Chainnan until a person is appointed as the Chairman'.' .10. Omitted by Amendment Regulations. 1994 vide GSR 593(E), dated 25-7-1994 (w.e.f. 25-7-1994). Prior to itsonrission Regn. 6 stood as under:- . .'6. Inability of the Chairman to Cunction.-When the C h n i n n ~ n is unable to discharge the functions owing toabsenc e. illness or any other cause, t1;e seniormost member of the Boarn, if so aulhorised by the Chairman, ~ h a l ldischarge functions of the Chainnan until the day on which the Chainmin resumes the charge of his function'S.'11. Subs. by Amendment Regulations, 2008, vide GSR 185(E). dated 17-3-2008. w.e.f. l-4-2008, for the following:(2) The regions where the Benches shall ordinarily have their sittings are the Northern Region, the SouthernRegion. [including Additional Principal Bench] the Eastern Region-and the Western Region, the States. and Un-ion Territories falling within each of such regions being States .and Union Territories as provided in Annexure] tothese regulations.12. Subs. by Amendment Regulations, 2008, vide GSR I85(E), dated 17-3-2008, w.eL 1-4-2008, for the following:"(3) The Benches shaH ordinarily have their sittings at Calcutta (Eastern Region), Bombay (Western Region)illcludillg Additional Principal Bench, Madras (Southern Region) and New Delhi (Northern Region):Provided that the Bench may. at its discretion, hold its sittings in any other city or town falling within the region or at any other place outside the region with the consent of the parties."


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The Company Law Board Regulations, 1991-Regn. 14 App.3 6699of dividing powers under the Companies Act between the CLB and C o m p a n ~ Courts. The !Jower to windup carries more senous consequences and, therefore, remams vested lD the High Courts while less drastICpowers have been vested in CLB,The very purpose of setting up the Additional Principal Bench, which is to make an adjudicatory bodyavailable near to the litigants, is defeated i f litigants who could move that bench claim to have the right tomove the principal bench, Thus, petitions by companies having their registered offices in the southernregion should be filed only before the additional principal bench, T.P,G, Nambiar v. B.P.L Communica-tions Ltd., (2006) 129 Com Cases 713 (CLB).

Court jurisdiction in appeal against CLB orders.-The forum of appeal indicated in section 10F isa definite forum determined by the provisions of the Act and not by the Regulations framed by the Company Law Board,under s ~ c t i o n IOE(6) or the IIIace of its sitting ~ n d e r the R e , g u l a t i o ~ s . The expression"the High Court' 10 sectIon IOF means the HIgh Court hav10g JunsdlctIon m relatIOn to the place atwhich the registered office of the company concerned is situate as indicated in section 2(11) read withsection 1O(1)(a) and not the High Court having jurisdiction in relation to the place where the concernedBench of the Company Law Board sits. Stridewell Leathers P. Ltd. v. Bhankerpur Shambaoli BeveragesP. Ltd., (1994) 79 Corn Cases 139 (SC) : AIR 1994 SC I reversing Bhankerpur Shambaoli Beverages P.Ltd. v. CLB, (1994) 79 Com Cases 131 (Del).

Sittings.-By virtue of the provisions in Regulation 4, the Principal Bench has to sit at New Delhi butthat it may also sit at any other place and at such time as may be most convenient. There is a discretion inthe Board which enables it to decide as to where to hold sittings. The Board, therefore, had the power,while disposing of an application, not to express any opinion at that time and leave it open as to when thematter of place of sitting would be decided according to exigencies that might arise. It could not be saidfor that reason that the discretion had been exercised wrongly or perversely. Ashok Bete/nut Co. P. Ltd. v.M.e. Sathyavathi, (2003) 48 SCL 413 (Mad).8. Language of the Bench.-{I) The proceedings of a Bench shall be conducted in English or Hindi.(2) No petition, application, reference, document or other matter contained in any language other thanEnglish or Hindi shall be accepted by the Board unless the same is accompanied by a true translationthereof in English or Hindi.(3) All documents required to be translated into English or Hindi shall be translated by a person appointed or approved by the Board:Provided that any translation which is agreed to by the parties to the proceedings may be accepted bythe Board in appropriate cases as a true translation.(4) All final and interlocutory orders of the Bench shall be in English or Hindi.9. Sitting hours of the Bench.-Sitting hours of the Bench shall ordinarily be from 10.30 a.m. to 1.30p.m. and from 2.30 p.m. to 4.30 p.m. on all working days except Saturday, Sunday and other public Holidays, subject to any general or special order made by the Chairman.10. Bench to have seal of its own.-{ I) There shall be a separate seal of a Bench of the Board.(2) Every such seal shall be kept in the custody of the Secretary or Bench Officer and shall be usedunder hi s direction or control.(3) Every order or communication made, notice issued or certified copy granted, by a Bebch shall bestamped with the seal of the concerned Bench and shall be authenticated by the Secretary or the Bench

Officer, as the case may be.11. Petitions, etc., to be in writing.-{1) Every affidavit, application, reference or petition 'shall l>!'written, typewritten cyclostyled or printed, neatly and legibly, on .one side of the substantial paper offoolscap size in double space and separate sheets shall be stitched together and every page shall be con-secutively numbered. '. (2) Numbers and dates specified in any affidavit, application, reference or petition shall be expressedIn figures as well as in words; and, where the date specified therein has not been stated a.ccording to theGregorian Calendar, the corresponding date according to the Gregorian Calendar s h ~ also be specified.

12. Application, reference or petition to be divided into paragraphs.-Every application, referenceor petition shall be divided into separate paragraphs which shall be numbered serially and shall statethereon the matter, and the name of the company, to which it relates,13. General heading to be in Fonu No.1 in Annexure 11.-The g ~ n e r a l heading in all proceedings,

whether original or interlocutory, and of advertisements and notices, shall be as in Form No. I in Annex-~ D . '14. Procedure for fIling petition.-{l) Subject to the provisions of regulations 35 and 37, a petition tothe Bench shall be prepared in Fonn No. I in Annexure D and presented by the petitioner in person Orthrough authorised 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.


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6700 App.3 The Company Law Board Regulations, 1991-Regn. 1413[(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 sueR service:]Provided that where the number of respondents is more than five, the Secretary or Bench Officer maypennit the petitioner to file extra copies of the petition at the time of issue of notice to the respondents.(3) The petitioner shall serve a copy of the reference or petition other than a petition, .under sections49.79. 80A. 14[111. IIIAl. 113.118.144. 163. 188, 196,219,225,284,304 and 307 of the Act. "[* * ' .* *1, upon the concerned Registrar of Companies having jurisdiction over the company and sball attach toand 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 that, in the case of a petition under section 17 by a company licensed under section 25 of theAct, the copy of the petition shall also be served upon the Regional Director:Provided further that, in case of a petition or complaint under sections 235, 237, 250, 397, 398,408and 409 of the Act, a copy thereof shall also be served upon the Central Government.(4) (a) Notwithstanding anything contained in sub-regulations (I ) to (2), the Bench may permit morethan one person to join together and file a single petition if it is satisfied, having regard to thecause of action and the nature of relief prayed for, that they have a common interest in thematter.

(b) Such pennission shall be granted where the joining of the petitioners by a single petition isspecifically pennitted by the Act.(5) Every petition, other than an application under l4[sub-section (9) of section s8A 16[or sub-section(4) of section 117C] of the Act or under sub-section (2) of section 4sQA of the Reserve Bank of IndiaAct, 1934 (2 of 1934),1 shall be accompanied by an affidavit verifying the same and shall be drawn up inthe 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.(6) Where the deponent is not personally known to the person before whom the affidavit under subregulation (5) is sworn, he shall be identified by a person who is known to the person before whom theaffidavit is sworn.(7) Every affidavit under sub-regulation (5) shall clearly and separately indicate the statements whichare true to t he -

(a) knowledge of the deponent;(b) information received by the deponent;(c) belief of the deponent; and(d) information based on legal advice.

(8) Where the stntement referred to in sub-regulation (7) is stated to be true to the information receivedby the deponent, the affidavit shall also include the name and complete residential address of the personfrom whom the information has been received hy the deponent and whether the deponent believes thatinformation to be true.NOTES

Joint-petition.- 'The maintainability of a joint petition has been questioned in view of regulation14(4)(b) of the Company Law Board Regulations, 1991. This objection specifically relates to a jointpetition filed by 9 petitioners. According to regulation 14(4)(a), such joint petition can be pennitted if weare satisfied having regard to the cause of action and nature of relief prayed for that they have a commoninterest in the matter. In other words, if having regard to the nature of relief and the interest of tbe petitioners in the matter, i f we come to the conclusion that a joint petition is not pennissible, then such a jointpetition cannot lie. In the present case, it is quite clear that all the petitioners have a common interest andthe relief is also identical. It was argued on behalf of respondents that regulation 14(4)(b) contemplatespermitting joint petitions only when specifically pennitted by the Act. In our opinion, this is not the correct interpretation of regulation 14(4)(b). In our view, though regulatiOn I4(4)(a) gives us a general discretion to allow or disallow joint petitions, regulation 14(4)(b) fakes away thafdiscretion when the Actspecifically permits joint petitions. Thus the discretion is availa\>le in this case and keeping in view thecommon cause of action and relief, we find that joint petition should be allowed." Shiv Dayal Aganllal v.Sidhartha Polyester P. Ltd. , (1996) 2 Comp U 350 (CLB) at p. 362.

Where a company petition was dated in January 2003 and was accompanied by an affidavit allegedlyexecuted abroad in November 2002 before an Indian consulate, but the Affidavit was not certified prop"

13. Subs. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.14. Subs. by CLB (Amendment) Regulations, 1997 vide GSR 433(E), dated 1-8-1997.IS. Omitted by CLB (Amendment) Regulations, 1997 vide GSR 433(E) , dated l-8-1997.16. Ins. by Amendment Regulations , 2001, vide GSR 437(E) , dt. 15-6-2001.

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The Company Law Board Regulations, 1991-Regn. 18 App.3 6701erty it was held that the Lapses made in filing the Affidavit in Support were not merely procedural andthe affidavit did not meet the requirements of law. The petition was accordingly rejected Duroflex Ltd. InRe (2006) 5 Comp LJ 140 (CLB) See also Smt. Anupamarani Satpal Sharma v. Anand Steel Works PLJd., (2006) 134 Com Cases 285 : (2004) 50 SCL 465(CLB).

Even if the petition and affidavit in support are not strictly in accordance with this regulation and contain defects relating to the capacity of some of the petitioners to maintain the petition, the petition canstill be heard after the defects are removed, if after excluding the petitioners who are disqualified, thereare on record sufficient persons entitled to maintain the petition. Technical objections cannot stand in theway of justice. Ludhiana Colonizers (P) Ltd. v. H. P. Sharma, (2009) 151 Com Cases 314 (CLB).Where a petition was presented by an advocate appointed under a special power of attorney, invalidauthentication by the notary of the power of attorney was held not to render the power non est and thepetition could not be dismissed on this ground. Surinder Singh Manchanda v. Satguru Investments Pvt.

LJd., (2010) 2 Comp LJ 811 (CLB).15. Presentation and scrutiny of petition.-{ I) The office of the Bench shall endorse on every petition the date on which it is presented.(2) U, on scrutiny, the petition is found to be in order, it shall be duly registered and given a serial

number.(3) U the petition, on scrutiny, is found to be defective and the defect noticed is formal in nature, theSecretary or Bench Officer may allow the party to rectify the same in his presence and i f the said defectis not formal in nature, the Secretary or Bench Officer may allow the petitioner such time to rectify thedefect as he may deem fit.(4) Where the petitioner is aggrieved by the order made by the Secretary or Bench Officer under subregulation (3), the matter shall be placed before the Bench for its order and it shall be competent for asingle member of the Bench to issue necessary direction which shall be deemed to be the direction of theBench.16. Contents of petition.-Every petition, other than an application fLIed under regulation 37 shall setforth the name of the company, with its status, date of incorporation, the address of its registered office,authorised capital, paid-up capital with division of different classes of shares and terms of issue, if any, inthe case of preference h a r e s , main objects in brief, for which the company was formed, present business

activities of the company, and shall also set forth concisely under distinct heads the grounds for suchpetition and the nature of relief(s) prayed for.17. Contents of interlocutory application.-An application filed subsequent to the filing of the petition applying for any interim order or direction shall, as far as possible, be in Form No.2 in Annexure IIand shall be accompanied by an affidavit verifying the application in the.manner laid down in regulation 14:Provided that it shall not be necessary to present a separate application to seek an interim relief or direction, except for condonation of delay in filing the petition, if, in the original petition, the same isprayed for.

NOTESIn a petition for relief against oppression and mismanagement against the directors, one of the directors applied for transposition of his name as petitioner. The CLB rejected this application. Thereafter, thepetitioners fLIed a memo in the CLB and CLB deleted the name of that director from the array of parties.

In appeal, the High Court held that CLB erred in entertaining the memo . The aggrieved party should havefiled an application under this Regulation for an interim order or direction. The procedure is mandatory innature. The High Court allowed the appeals, holding that the concerned director was a necessary party .and that he could not have been deleted from the array of parties. S. K ~ i s h n a k u m a r i v. G. Vijayalakshmialias Brindha, (2010) 153 Com Cases 28 (Mad); Kothari Industrial Corporation Ltd. v. Kotak MahindraBank Ltd., (2009) 151 Com Cases 44 : (2009) 5 MLJ 881 : (2010) 97 SCL 119 (Mad), applied.18. Documents to accompany the petition.-{I) A 'petition shall be accompanied by documents asprescribed in Annexure i l l and shall be accompanied by an Index of Documents.(2) Documents referred to in sub-regulation (I ) may be attested by the 17[party or the authorised representative or the advocate] and the documents shall be marked serially as Annexures AI, A2, A3 and so on.(3) Where tbe petition is filed by the authorised r e p r e s e ~ t a t i v e memorandum of appeMance shall beappended to the petition 18[as in Form No.5 in Annexure II] : .Provided that where the petition is filed by an advocate, it shall be accompanied by .a duly executed

Vakalatnama. .

17. Subs. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.18. Ins. by CLl! (Amendment) Regulation, 1992 vide GSR 492(E), dated 14-5-1992.


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6702 App.3 The Company Law Board Regulations, 1991-Regn. 19NOTES

Copy of advertisement need no t be attached.-There is no stipulation in CLB Regulations, 1991 onthis point and therefore there is no necessity of enclosing a copy of the newspaper advertisement with theapplication for condonation of delay in filing memorandum of charges in prescribed Form No. 17. Engi-neering Syslems Ltd. , Re. (1992) 2 Comp U 32 (CLB). .Regulation directory, not mandatory.--S. 399(3) read with thi s regulation does not !llake it manda_tory that the consent in writing for filing a petition should be annexed to the petition. The requirement atSr. No. 27 in Annexure i l l to these regulations is not mandatory and, in view of the fact that this Regula_tion is subject to the powers of LB under Regulations 44 and 48. Thus an omission to annex the writtenpermission will not result in dismissal of the Petition. J.P. Srivastava & Sons. Pvt. Ltd. v. Gwalior SugarCo. Ltd (2004) 122 Com Cases 696: (2005) 1 SCC 172 : AIR 2005 SC 83.

The Supreme Court Judgment was followed in Kerala Chamber ofCommerce and Industry v. MetalexAgencies, (2008) 144 Comp Cases 624 (CLB), where it was held that 35 sheets of paper with signatureson them where the first sheet made no reference to subsequent sheets could not be said to be valid concertin writing, since there was nothing to show that the signatories had read or understood the contents of theCompany Petition. Mere signatures on blank sheets of paper could not be said to be consent in writing asthe papers did not indicate the purpose for which the signatures had been obtained. The Petition was heldto be not maintainable since the requirements of section 399 regarding maintainability had not been ful-filled.

19. Rights of a party to appear before the Bench.-(I) Every party may appear before a Bench inperson or through an authorised representati ve.19[(2) A party may, in writing. authorise an Advocate or a Secretary-in-whole-time practice or a practising Chartered Accountant or practising Cost and Works Accountant, to function as a representative ofsuch party. A company may appoint and authorise its Director or Company Secretary to appear. in

I' behalf, in any proceeding before the Bench. The Central Government, the Regional Director or the Registrar may authorise an officer to appear in its behalf.]20. Plural remedies.-A petition shall be based upon a single cause of action and may seek one ormore reliefs provided that they are consequential to one another.

NOTESA petition which contains allegations in respect of various grievahces cannot be rejected on the groundthat it is filed in violation of thi s regulation. otherwise it would lead to a multiplicity of litigation in re-spect of the affairs of the same company and result in huge expenses being incurred. which cannot be thepurpose of this regulation. AJlegations of 'appression and mismanagement should be construed as arisingout of a single cause of action. K. Ramasundari v. Rajawoods (India) P. Ltd., (2009) 150 Com Cases 605(CLB).21. Service of notice and process issued by the Bench.-( I) Any notice or process to be issued bythe Bench may be served by any of the following modes directed by the Bench:

(i) service by the party itself;(ii) by hand delivery (dasti) through a messenger of the Office of the Bench;

(iii) under Certificate of Posting;(iv) by registered post with acknowledgment due if so required by an order of the Bench;(,.) where the Central Government is a party, through the Secretary of the concerned Ministry orDepartment or through Branch Secretariat of the Ministry of La w or through Standing Counselof the Central Government;

(vi) where the State Government is a party, through the Chief Secretary or the Standing Counsel ofthe State Government.(2) Where a notice is required to be served on a company, it shall be served in the manner specified insection 51 or, in the case of a foreign company, in the manner specified in section 596, and may also beserved in such other manner as the Secretary or the Bench Officer may direct(3) Save as otherwise provided in sub-regulation (2), notices and other documents, which are requiredto be served on any person. other than a company, shall be served by delivering or tendering a copythereof to such person or his authorised representative. where he appears by such representative or byprepaid registered post, acknowledgment due, addressed to the last-known address of such person.(4) Where a notice is served by registered post, the Secretary or Bench Officer may, if the acknowl-

edgment is not received. determine the question as to the sufficiency cif the service of the notice. .(5) Where the notice sent by registered po st is returned by the post office with the remark "refused".the notice may be presumed to have been duly served.19. Subs. by CLB (Amendment) Regulations. 1992 vide GSR 492(E). dated 14-5-1992.


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The Company Law Board Regulations, 1991-Regn. 26 App.3 6703(6) Every notice, of the petition or reference issued by the Bench shall, unless otherwise ordered, beaccompanied by a copy of the petition or reference, as the case may be,(7) Notwithstanding anything contained in subregulations (I) to (6), where, for any reason whatsoever it is not reasonably practicable to serve notice of petitIOn on all the respondents, the notice may be

s e r v ~ d by public advertisement, as the Bench may in each case ilirect, 20[* * * *J .(8) The Bench shall, in such cases, determine who shall bear the cost of the public advertisement.22. Filing of reply and other documents by the resjlondents.-{ I) Each respondent intending tocontest the petition shall file, in triplicate, the reply to the petition and the documents relied upon with theoffice of the Bench within such period as may be fixed by the Bench but not exceeding fifteen days ofservice of petition upon him.(2) In the reply filed under sub-regulation (I), the respondent shall specifically admit, deny or explrunthe facts stated by the petitioner in his petition and may also state such additional facts as may be foundnecessary for the just decision of the case. The reply so filed shall be signed and verified in the manner asprovided in regulation 14.(3) The documents referred to in sub-regulation (I ) shall also be filed along with the reply and thesame shall be marked as Annexures RI , R2, R3 and so on.(4) The respondents shall also serve acopy of the ~ ~ p l y along. with the document memion.ed in sub

regulation (I ) duly attested to be true copIes on the petItioner or hIS authonsed representalIve, If any, andfile proof of such service with the Office of the Bench.(5) The Bench may, if so satisfied, allow filing of the reply after the expiry of the prescribed period, onsufficient cause being shown.23. Filing of counter-reply by the petitioner.-Where the respondent states such additional facts aslDay be necessary for the just decision of the case under sub-regulation (2) of regulation 22, the BenchlDay allow the petitioner to file a counter-reply to the reply med by the respondent. The procedure laiddown in regulation 22 shall apply, mutatis mlltandis, to the filing of such counter-reply.24. Power of the Bench to call fo r further informationlevidence.-The Bench may, before passingorders on the petition, require the parties or anyone or more of them, to produce such further documentary or other evidence as the Bench may consider necessary-

(a) for the purpose of satisfying itself as to the truth of the allegations made in the petition; or(b) for ascertaining any information which, in the opinion of the Bench, is necessary for the purpose of enabling it to pass orders on U,e petition.

25. Hearing of petition.-The Bench may. if sufficient cause is shown at any stage of the proceeding,grant time to the parties or any of them and adjourn the hearing of the petition or the application. TheBench may make such order as it thinks fit with respect to the costs occasioned by such adjournments .26. Procedure to be followed where an y party does no t appear.--{I) Where, on the date fixed forhearing of the petition or any application or on any other date to which such hearing may be adjourned,the petitioner or the applicant as the case may be, does not appear when the petition or the application iscalled for hearing, the Bench may, in its discretion, either disntiss the petition or the application for default or hear and decide the same ex parte,(2) Where a petition or application has been dismissed for default and the petitioner or the applicant fIlesan application within thirty days from the date of disntissal and satisfies the Bench that there was sufficientcause for his non-appearance when the petition or the application was called for hearing, the Bench may

pass an order setting aside the order dismissing the petition or the application and restore the same:Provided, however, where the case was disposed of on merit, the decision shall not be recalled. .(3) Where, on the date fixed for hearing or any other date to which such hearing may be adjourned, thepetitioner appears but Ule respondent does not appear when the petition is called for hearing, the Bench,may, in its discretion, adjourn the hearing or hear and decide the petition ex parte.(4) Where the petition has been heard ex parte against the respondent or respondents, such respondentor respondents may apply to the Bench within thirty days for an order to set aside and if. the respondentand respondents satisfy the Bench that the notice was not duly senred on him or tl\em or that he or theywere prevented by any sufficient cause from appearing when the petition was called for hearing, theBench may make an order setting aside the ex parre order against him or t)1em on such terms as it thinksfit and shall appoint a date for proceeding with the petition:Provided that where the ex parte order is of such nature that it cannot be set aside as against one respondent only, it may be set aside as against all or any of the oU,er respondents also:Provided further that in cases covered by sub-regulation (7) of regulation 21, the Bench shall not setaside the ex parte order merely on the ground that a shareholder or a creditor did not have Ule notice ofthe petition.

20. Omitted by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992 .


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6704 App.3 The Company Law Board Regulations, 1991- Regn. 27NOTES

Specific provision excludes use of inherent power.-Where there is a specific provision, for exam_ple, Reg. 26, which lays down the procedure to be followed where one party does not appear, the omni_bus clause, like Reg. 44, conferring inherent power, becomes excluded. Ashoka Bete/nut Co. P. Ltd. v.M.e. Sathyavathi, (2003) 48 SCL413 (Mad).The share certificate of a deceased shareholder was not av.ailable. The CLB directed issue of adver_tisement and, after production before it of the will of the deceased, directed the company to effect transmission of the shares to the name of the Respondent. The High court upheld this order. Mukkadan Ma-rine Exports P. Ltd. v. Thomas Chacko, (2009) 150 Com Cases 638: (2010) 97 SCL 321 (Kam).

27. Review.-21 [* * * * *J NOTESJudicial review of CLB decisions.-A person affected by and aggrieved of a decision of the CLBmay seek review even if he was not a party to the original reference arising out of the matter of the re-fusal by a Ihted company to register a transfer. Seventy three per cent. shareholding of the listed com-pany in this case was held by public financial institutions and nationlised banks. A group of companiespurchased 5% of the company's equity from financial institutions and applied for transfer. The company

refused to accept the transfer and referred the matter to the CLB for approval. The CLB directed the reg-istration of the transfer but placed restriction on the financial institutions in disposing of their shares.These institutions sought a review of the order. There was some delay in ftIing the review petition. TheCLB exercising its power to enlarge time condoned the delay and accepted the petition. The review petition was held to be maintainable because tbe financial institutions were an aggrieved party thougb theywere not a party to the original reference. They were heard through their nominee directors on the com-pany's Board of directions and, therefore, there was no denial of natural justice to them. The CentralGovernment issued guidelines to the institutions in the matter of disposing of more than 10% of theirholding in a company. For any other kind of disposal the CLB modified its order and allowed certainpercentages to be transferred in small bits through approved brokers. Industrial Development Bank ofIndia v. Dunlop Investments P. Ltd., (1992) 74 Com Cases 64 (CLB) : (1992) I Com U 67 : (l992) 7CLA 19. The power of review was withdrawn (w.e.f. 14-5-1992) and CLB is no longer vested with thepower of reviewing its own orders. SeeAKG Acoustics (India), Ltd., Re, (1996) 3 Comp U 355: (1996)10 SCL 334 (CLB). See also Nukala Nageshwara Rao v. Bharat Circuits P. Ltd., (2010) 154 Com Cases26 (CLB).

28. Substitution of legal representative.-( I) In the case of death of any party during the pendencyof the proceedings before the Bench, the legal representatives of the deceased party may apply withinthirty days of the date of such death for being brought on record as necessary parties.(2) Where no application is received within the period specified in sub-regulation (I) , the proceedingsagainst the deceased party shall abate:Provided that, on good and sufficient reasons, the Bench, on application, may set aside the order ofabatement and substitute the legal representatives.

NOTESSubstitution, condonation of delay.-Regulation 28 of the CLB Regulations 1991, prescribes thatthe legal representatives of a deceased party may apply within 30 days of the death for being brought onrecord. The regulation also provides that if no application is received within 30 days, the regulation bymeans of a proviso also permits the Company Law Board to even set aside the order of abatement, andallow substitution. In the present case, due to religious rites, the legal representatives of one of the jointpetitioners could not keep up the time schedule. Having regard to regulation 48, the Company Law Boardha s discretion to ensure compliance with the regulations. On the facts, keeping in view the reasons ad-duced and the delay being of only a couple of months, the Company Law Board considered it appropriateto permit substitution of the legal representatives, the Objection being purely technical. Shiv Dayal Agarwal v. Sidhartha Poly&ter P. Ltd., (1996) 2 Comp U .350 at p. 362: (1997) 88 Com Cases 705: (1996)21 CLA 44 (CLB). .29. Order of tbe Bench.-(I) Every order of the Bench shall be in writing, and shail be signed by themember or members constituting the Bench which pronounces the order.22[(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 ma-jority:21. Regulation 27 omitted by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.22. Sub-regulation (2) inserted and existing sub-regulations (2) to (6) renumbered as (3) to (7) by CLB (Amendment)RegUlations, 1992 vide GSR 492(E), dated 14-5-1992.


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The Company Law Board Regulations, 199J-Regn. 31 App.3 6705Provided that where a matter is heard by a Bench consisting to an even number of Members and suchembers are divided equally in their opinion, it shall be placed before the Chairman who may himself

:a l with the matter or nominate any other Member to deal with the same.](3) Any order of the Bench deemed fit for publication in any journal, authoritative report or the Pressay be released for such publication on such terms and conditions as the Board may specify by general: special order. .(4) A copy of every interim order granting or refusing or modifying interim relief and final orderassed on any petition or reference shall be communicated to the petitioner or the applicant and to thefespondents and other parties concerned free of cost: . . .Provided that in the case of an order under sectIOn 17 confirmmg change of regIstered office, twocopies of the order shall be supplied to the petitioner company free of cost.(5) I f the petitioner or the applicant or the respondent to any proceeding requires a copy of any document or proceeding, the same shall be supphed to hun on such terms and conditions and on payment ofsuch fee as may be fixed by the Bench by general or special order.(6) The Bench may make such order ?r give such direction as may be necessary or expedient to giveeffect to its orders or to prevent abuse of liS process or to secure the ends of Justice.(7) It shall be lawful for a Bench to fix, and award, costs to any of the parties before it where it is ofopinion that the award of such costs is necessary.

NOTESCompromise orders - Order xxm, Rule 3 of CPC inapplicable.-If the CLB, based on the proposals of the counsels for the parties, passes a compromise order alJowing purchase of shares at par ofone of the parties by the other party to the proceeding, it is not open to the parties to tum around andrefuse to comply with the order on the ground that it is not drawn in accordance with the provisions ofOrder xxm, Rule 3 of the Code of Civil Procedure, 1908. According to the Court, only the principles ofthis provision would apply to a compromise order passed by the Board and not its hyper-technicalities.The Court saw through the device of the parties and found that this order was obtained from the CLBsolely for avoiding the appointment of inspectors to investigate the company's affairs under section 235of the Act. The Court strongly deprecated the conduct of the parties. Kuki Leather Private Ltd v. T.N.K.Govindaraju Chettiar & Co., (2002) 49 CLA 124: (2002) 110 Com.Cases 474: (2002) 39 SCL I (Mad).Execution of the orders of the CLB.-Section 634 of the Act provides for execution of the orders ofthe Board as if it were a decree passed by the civil Court. If CLB is unable to execute its order, it cansend the order for execution to a Civil Court within whose jurisdiction the registered office of the company is situated. In a case where the company company had failed to comply with the order under section 58A directing return of deposits made by the petitioner, CLB relied on section 634A to direct thecompany to refund 30% of the deposit amount within thirty days, failing which the petitioner was atliberty to move the civil Court for execution. Edpugallti Papanaiah v. Nagarjuna Finance Ltd., (2002) 47CLA 20 (CLB-SB) .An order passed by the principal bench must be executed only by that bench and cannot be executedby any other bench. Ravindra Singh Ahluvalia v. Mrs. Sandeep Kaur Ahluvalia, (2010) 154 Com Cases228 : (2010) 2 Born CR 79 (Born).30. Inspection of records and supply of certified copies.--(I) Records of every pending proceedingswill be open, as of right, to the inspection of the parties or their authorised representatives, on making anapplication in writing and on payment of a fee of Rs. 10 per day.(2) Subject to the provisions of sub-regulation (4) of Regulation 29, a person who is not a party to theproceedings, may after the final orders are passed, for sufficient reasons shown to the satisfaction of theBench, obtain copies of the petitions, replies and counter-replies on payment of such fee," as may be .fixed by the Bench by general or special order.(3) A person, who is not a party to the proceedings, may also obtain, as of righ1.at any time after thefinal orders are passed by the Bench, copies of the orders, on payment of such fee, as may be fixed bythe Bench by general or special order. .(4) A person, who is not a party to the proceedings, has, however, no right to inspect the records of theproceedings or to obtain copies of the Exhibits put in evidence; except with the consent of the person bywhom they were produced or under the orders of the Bench. .31. Powers and functions of the Secretary.--( I) The Secretary shall be the principal o f f i c ~ r of theBoard and shall exercise his powers and perform hi s duties underthe control of the Chairman.

23. The ree payable in temls of Regulations 29(4) and 30(2)/(3) of the Company Law Board Regulations, 1991, shallbe Rs. 5 per page of any document, proceedings or order. Issued by the Company Law Board vide order underfile No. I11O/88-CLJCLB AdmnJ90, dated 4-6-1991.24. Sub-regulation (2) inserted and existing sub-regulations (2) 10 (6) renumbered as (3) to (7) by CLB (Amendmenl)Regulations, 1992 vide GSR 492(E), dated 14-5-1992.


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6706 App.3 The Company Law Board Regulations, 1991-Regn. 32(2) The Board, in discharge of its functions under the Act, may take such assistance from the Secre.tary, as it may deem fit, and the Secretary, shall be bound to assist the Board.(3) In particular and without prejudice to the generality of the provisions of this rule, the Secretaryshall have the following powers and perform the following duties, namely.- .

(a) The Secretary shall have the custody of the records of the Principal Bench.(b) The Secretary shall receive all petitions, applications or references pertaining to the PrincipalBench. "(e) The Secretary shall assist the Principal Bench in the proceedings relating to the powers exer.cised by the Principal Bench.(d) The Secretary shall have the power to call for information/records and to inspect or cause to beinspected the records of otha Benches.(e) The Secretary shall authenticate the orders passed by the Principal Bench.if ) The Secretary shall ensure compliance of tile orders passed by the Principal Bench and otherBenches.(g) The official seal of the Board shall be in the custody and control of the Secretary.(h) The Secretary shall have the right to collect from the Central Government or other offices,companies and finns, or any other persons such information as may be considered useful for

the purpose of efficient discharge of the functions of the Board under the Act and place thesaid infonnation before the Board.32. Powers an d duties of the Bench Officer.--{I) In addition to the powers conferred elsewhere inthese RegUlations, the Bench Officer shall have the following powers and duties subject to any general Orspecial order of the Bench concerned, narnely.-(i) to receive all petitions or applications and other documents including transferred applications;(ii) to decide all questions arising out of the scrutiny of the petitions and applications before theyare registered;(iii) to require any petition or application presented to the Bench to be amended in accordance withthe Act and the regulations;(iv) subject to the direction of the Bench, to fix the date of first hearing of the petitions or applica-tions or other proceedings and issue notices thereof;(v) to direct any fonnal amendment of records;

(vi) to order grant uf copies of documents to parties to the proceedings;(vii) to grant leave to inspect the records of the Bench;" [(viii) to dispose of matters relating to service of notices.](ix) to receive applications within thirty days from the date of death for substitution of authorisedrepresentatives of the deceased parties during the pendency of the petition or application;(x) to receive and dispose of applications for substitution, except where the substitution wouldinvolve setting aside an order of abatement;(xi) to receive and dispose of applications by parties for return of documents." [(2) An appeal against any decision by a Bench Officer under clauses (ii), ( iii), (v) and (vii) shall bemade to the Bench by the aggrieved party within fifteen days from the date such decision is communicated to him.]

33. Registers of petitions an d applications.--{I) There shall be kept in the office of the Bench twoseparate registers, one for the petitions and the other for the applications filed before the Bench.(2) In every register, referred to in sub-regulation (I), there shall be entered the following particulars,namely,-

(a) the serial number of the petition or a p p l i ~ a t i o n and in addition, in the case of an application,the serial number of the petition to which it relates;(b) the date of presentation or receipt of the petition or application;(e) the name of the company to which the matter relates;(d) the name and address of the petitioner or applicant;(e) the names and addresses of the other parties to the petition or application and the names andaddresses of the authorised representatives of the parties, if any;if ) the provision of law under which the petition or application is made;(g) the nature of the reliefs which have been sought;(h) the date of disposal of the petition or application;(i ) the nature of the order made by the Bench; . '(j) the date when the formal order is drawn up and communicated to the parties;(k) 25[remarks] , if any.

25. Subs. by CLB (Amendment) Regulations, 1992, vide GSR 492(E), dated 14-5 -1992.


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The Company Law Board Regulations, 1991-Regn. 36 App.3 6707(3) Separate registers shall be opened for each year and each register of petitions shall be preservedpermanently and each register of application shall be preserved for a period of eight years.34. Fees.-{l) In respect of the several matters mentioned in Annexure III, there shall be paid fees forevery petition as prescribed:

P r o v i d ~ d that no fee shall be payable or shall be liable to be collected on a petition filed or referencemade by the Registrar of Companies, Regional Director or by any officer on behalf of the


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6708 App.3 The Company Law Board Regulations, 1991-Regn. 36tion and, in any case, the date to which the list referred to in sub-regulation (8) is made up, shall not precede the date of filing the petition by more than two months. A list of creditors and debenture-holdersshall also be filed along ) : V i ~ t h ~ p e ~ t i o n .

(7) The Secretary of the petitioner-company, if any, and not less than two directors of the companyone of whom shall be a managing director, where there is one, shall file an affidavit to the effect that theyhave made a full enquiry into the affairs of the company and, having done so, have formed the opinionthat the list referred to in sub-regulation (8) is correct, that the estimated value as given in the list thedebts or claims payable on a contingency or not ascertained are proper estimates of the values of suchdebts and claims included in the list are borne out by the books and records of the company and that thereare no other debts of, 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 anyperson desirous of inspecting the same may, at any time, during the ordinary hours of business, inspectand take extracts from the same on payment of rupees ten to the company.28 [(9) where no objection has been received from any of the parties, who have been duly served, theBench Officer may put up the petition for orders without hearing.](10) 29[* * * * *]

NOTESA sclleme for the rehabilitation of a sick industrial company prepared and approved by the BIFR involved inter-state shifting of the company's registered office. The scheme made provisions for settlementof the dues of creditors_ It was held that in a petition for confirmation of the resolution for shifting theoffice, the CLB could not ask for payment of any dues to any creditor since the BIFR scheme was binding upon everyone concerned. Metal Box India Ltd. Re, (2000) 37 CLA 15 : 2000 CLC 988 : (2000) 2Camp U 390: (2000) 24 SCL 144: (2001) 105 Com cases 939 (CLB-EB).

Creditor's objectionBefore the Amendment Act of 1996, a company could alter its objects only with the approval of theCompany Law Board. The Company Law Board has to take care of the creditors' objections also, if any.In a matter of this kind before the Company Law Board in Symphony Comfort Systems Ltd., Re, (1998)91 Com Cases 404: (1997) 13 SCL 99: (1997) 3 Camp U 331 (CLB-Mum) the Board had to consider acreditor's objection. The company had disputed his claim and had a counter-claim against him for whicha civil suit was pending. The Board observed that it had no jurisdiction to adjudicate upon the creditor'sclaim. The objection was brushed aside.The case of Pondicherry Textiles Corpn. v. K.K. Ramanujam, (1998) 91 Com Cases 441 : (1996) 4Camp U 260 : (1997) 26 CLA 357 (CLB-Mad) highlights ihe necessity of adopting a business-like approach in examining whether the newly adopted objects are capable of presenting a convenient and advantageous combination with the existing objects. This aspect will remain important despite the fact thatapproval of the Company Law Board is no longer necessary and the matter is wholly a part of the domestic jurisdiction. Any shareholder can challenge on the ground that there is violation of s. 17 becauseuncombinable objects are being herded together. Such challenge cannot be presented by a person who isnot a member of the company.Exemption from publication.-The applicant company was pot exempting from publishing general

notice in newspapers. The expression "any person" in Regulation 36(1) has been held to be very generaJand is applicable not only to creditors or debenture-holders but to every person whose interests may beaffected. The company originally filed the list of only 4 creditors but subsequently supplemented it byfiling the list of 16 more creditors. The fact of no-objection by any of the 4 creditors became irrelevant.The balance-sheet showed that the provision had been made for statutory and other current liabilities.Permission to waive publication of notice was declined. Classic Welding Products P. Ltd. , 2003 CLCl271 : (2003) 117 Com Cases 94 : (2003) 54 CLA 141 : (2003) 44 SCL 184.Shifting of registered office - no adjudication of disputes.-While con.idering an applicatiOn undersection 17 for transfer of registered office, the Board wilrbe guided by the wisdom of the- shareholders in .deciding that their interests are best served by the proposed transfer. The Board will not ~ u p p l e m e n t orsuperimpose its wisdom on the shareholders. If the prescribed procedural framework of section 17 andthis regulation have been complied it will be appropriate to assume that the interests of the concernedparties are taken care of. In tJ-Js case, where the State of Assam objected to the application on the ground

that the company owed it sales tax and that the proposed transfer would result in the loss of employmentin the State, the Board declined to adjudicate such issues in these proceedings. In Re: SPML India Ltd,(2001) 104 Com Cases 486: (2000) 27 SCL 115: (2000) 2 Camp U 177 (CLB-EB).28. Subs. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992.29. Omitted by ibid.


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The Company Law Board Regulations, 1991-Regn. 44 App.3 6709See J.L Morrison (India) Ltd., Re., (1999) 32 CLA 154 (CLB) noted under s. 17 under the heading"objection by employees", directions for taking care of the interest of employees. S.P.M.L India Ltd., Re,(2000) 4 Comp U 177 (CLB), to the effect that the State Governments cannot object. See under notes ons. 17 under the heading "Change of place of registered office" .30[37. Application for deposit "[and debenture].-Applications under sub-section (9) o( section 58A31[or under sub-section (4) of section 117C] of the Act or 45QA of the Reserve Bank of India Act, IY34 (2 of1934), shall be in Form No.4 in Annexure-II and shall be submitted in duplicate]:

38. Petition under section 397 or 39S.-A petition under section 397 or 398 shall not be withdrawn withoutleave of the Board, and where the petition has been presented by a member or members authorised by the Central Goverrunent under sub-section (4) of section 399, notice of the application for leave to withdraw shall begiven to the Central Govemment.NOTES

Although the first part of this regulation provides that a petition shall not be withdrawn without theleave of the Board, there is no explicit provision that the petition cannot be withdrawn "without being anapplication" Pranwd Jaill v. Golden Tobacco Ltd. , (2010) 157 Com Cases I (CLB). (Presumably, thelearned member meant "written application" ed).Where allegations in the petition are such that, if established, the company's affairs would seem to be

conducted against public interest, the Company Law Board may not permit withdrawal of the petition.However, lack of confidence among shareholders or oppression of shareholders is not compelHng reasonfor not allowing withdrawal. The petitioners were allowed to withdraw but on payment of costs. V. Sundarajan v, R.R. Spinning Mills Ltd. , (1999) 98 Com Cases 105 : (1998) 3 Comp U 137: (1998) 30 CLA35 : (1998) 16 SCL 639 (CLB-SB). The CLB also added that a consent order for transfer of shares between some groups of shareholders becomes final only when all terms including the price per share,terms of payment etc., have been specifically incorporated in the order.39. Petition under section 407.-A petition under clause (b) of sub-section (I) of section 407 for leave toany of the persons mentioned therein as to be appointed or to act as the managing or other director or managerof the company, shall state whether notice of the intention to apply for such leave has been given to the CentralGovernment and shall be accompanied by a copy of such notice.40. Reference under section 621A.--{ I) Every application for compounding of an offence shall be made bya company " [or its officers in default] to the Registrar specifying clearly the nature of offence, the date or period during which the offence was committed or continued, the name and address of officers of the company

who have committed the offence and the prayer made.(2) The Registrar shall forward the application made by the company, together with his comments thereon, to!be Board or the Regional Director, as the case may be, within 30 days from the date of receipt of the application.(3) Every Regional Director shall exercise the powers to compound an offence, subject to any general or special order of the Board.33[41. Petition under section 2A of the Monopolies Act.-Provision s of these regulations shall apply mutatis-mutandis to the petition made under section 2A of the Monopolies Act.]42. Reference onder section 22A of the Securities Act . -34 [* * * *]31[42A_ Intimation or petition under section 5SAA or 117B.-An intimation under sub-section (I )of section 58AA or a petition under sub-section (4) of section 117B of the Act, shall be filed in Form No.I in Annexure II.].

CHAPTER IVMISCELLANEOUS43. Enlargement of t ime.-Where any period is fixed by or under these regulations or granted by aBench, for the doing of any act, or filing of any documents or representation, the Bench may, in its discretion, from time to time, enlarge such period, even though the period fixed by or under these regulations or granted by the Bench may have expired.

NOTESThe CLB enlarged the time schedule for repayment of deposits ordered earlier. Pure Drinks (NewDelhi) Ltd., (1991) 3 Comp U 307: (1995) 2 Comp LJ 232: (1995) 4 SCL 7 (CLB).44, Saving of inherent power of the Bench.-Nothing in these rules shall be deemed to funit or otherwise affect the inherent power of the Bench to make such orders as may be necessary for the ends ofjustice or to prevent abuse of the process of the Bench. ,

30. Subs. by CLB (A mendment) Regulations, 1997 vide GSR 433(E), dated 1-8-1997 .31. Ins. by Amendment Regulations, 2001, vide GSR 437(E), dt. 15-6-2001 .32. Ins. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992 .33. Subs. by CLB (Amendment) Regulations, 1992 vide GSR 492(E), dated 14-5-1992 .34. Omitted by CLB (Amendment) Regulations, 1997 vide GSR 433(E), dated 1-8-1997 .


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6710 App.3 The Company Law Board Regulations, J991-Regn. 44NOTES

Scope of inherent power.- The Company Law Board cannot use the inherent power to extend, with.out giving reasons, the time granted by the High Court for a specitic purpose, nor can it pass orders with.out jurisdiction or in utter disregard of the orders passed by the Supreme Court or the High Court. ShreeRam Urban Infrastructure Ltd. v. R. K. Dhall (No.2), (2010) 153 Com Case!; 150 (Born).

Rights of shareholders cannot be defeated by mere tcchnicalities .,-A petition under' Sections I I I397 and 398 was filed jointly by two shareholders. Ohjections were raised to the locus standi of the 2ndpetitioner to maintain the petition and the applicants who raised the objection prayed for dismissal of thepetition so far as it concerned the 2nd petitioner. The 2nd petitioner had made serious allegations in relation to the affairs of the company. Dismissing the application, on CLB held that the petition was maintainable at the instance of the I st petitioner alone and that irrespecti ve of the locus of the 2nd petitionerthe allegations raised by him were prejudicial in nature and would have to be remedied in the interests ofthe company. The substantive rights of a shareholder could not be defeated by mere technicalities and the2nd Petitioner was entitled to continue. B.V. Satyanarayanan v. Vivek Kllikami, (2009) 150 Com Cases216 (CLB).An Objection to the maintainability of the petition should be allowed at the preliminary stage only

when it is absolutely clear that the petition is not maintainable. Such an application was rejected wherethe correct position regarding qualification to ftle the position required a hearing on merits and the petition contained allegations of oppression on account of reduction of capital. Desh Cam TechnologicalResollrces(P) Ltd. , v. Rajendra Keshwani, (2010)1 Comp LJ 142 (CLB): (2009) 150 Com Cases 123Saving of inherent powers.-No power to decide questions as to directorship.-The CompanyLaw Board has no authority under section 45QA of RB Act to go into the question whether a directorceased to be a director or not so as to comply with any order passed under this section. Such an issuecould not be adjudicated in section 45QA proceedings. Nor could the inherent power vested in the Company Law Board by virtue of Regulation 44 of the Company Law Board Regulations, 1991 be invoked todetermine the issue raised in the application. Moreover, the Company Law Board has no power to reviewits own order. Directions had been issued against the company and its directors. One of the directorssought review of the orders on the ground that he had ceased to be a director before the date of maturityof the deposits covered by the order. It was held that CLB had no power to review its orders to decide

questions relating to directors. Dheep Rajappa (Dr.) v. A Sivasllbramallian, (2002) 110 Com Cases 45 :(2002) 35 SCL 845 : (2002) CLC 699 : (2002) 47 CLA 25 (CLB). See also Prakash Chand Sanghi v.Pawan Kumar 8ajaj, (1998) I Comp LJ 282 (Raj) (confinning extension of time granted by CLB forimplementing compromise order) .The Company Law Board cannot review its own order under which a petition was dismissed as withdrawn. The CLB may, however, use its inherent power for this purpose in exceptional cases. In this casethe parties lost time in launching proceedings before a special court after withdrawing from the CompanyLaw Board still subsequently to learn that the special court had no jurisdiction. The Company Law Boardexercised its inherent power and ordered restoration of the proceedings before it. The Board observedthat this power is not to be exercised where there is an alternative remedy, or right of appeal, or it wouldconflict with any provision of law or there is no change of failure or miscarriage of justice. Shree CementLtd. v. Power Grid Corpn. Ltd., (1998) 4 Comp LJ 148: (1999) 93 Com Cases 854: (1998) 30 CI,A 241 :(1998) 17 SCL 122 (CLB-NB).In Cannanore Whole Body CT Scan and Research Centre P. lid. v. Saibunnisa S. V., (1998) 93 Com Cases99: (1998) 16 SCL 635: (1998) 3 Comp U 518: (1998) 29 CLA 446 (CLB-SB) stated the effect of the provisions as follows: [at p. 102] 1be Company Law Board cannot in the exercise of its inherent powers act inviolation of law. The discretion has to be exercised according to the known principles of law. The applicationfiled by the company is not in consonance with the provisions of s. 167 of the Act. The company cannot seekdirections against itself. The defect cannot be rectified by impleading a member subsequently. 1bis will-circumvent the provisions of s. 167. The Bench has no jurisdiction to allow the impleading application."In PPN Power Generating Co. Ltd. v. PPN (Mauritius) Co., (2006) 129 Coni. 849 (Mad) (DB), theHigh Court upheld the refusal of CLB to grant an injunction restraining II reference to international arbitration CLB bad refused to grant the injunction, among other gro.unds, on the fact that it was not a couitof "natural jurisdiction", that the parties before it and in the proposed arbitration were not the same andthat it had no jurisdiction over the subject matter of the dispute. PPN.PolVer' Generating Co. Ltd. v. PPN

(Mauritius) Co. & Ors.,(2oo6) 129 Com Cases 818 (CLB). .An amendment application should be presented at the earliest and the failure to explain the delay ofone year was the basis for rejecting the application to amend the petition. Jodh Raj Laddha v. Birla Cor-poration Ltd., c.P. 57 of 2004-CLB.

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The Company Law Board Regulations, J991-Regn. 44 App.3 6711Scope of interim relief.- The CLB can grant injunction under this regulation only if it has the jurisdiction to deal with the subject matter of the dispute. In this case, the minority shareholders applied to theRegional Director for appointment of a statutory auditor under S. 224(3) of the Act. The Petitioner applied for stay of the p r ~ e ~ d i n g s before the Regional. Director. The CLB dismissed the petition, h o l d i n ~that it did not have the JunsdlCtlon to deal wIth the Issues before the RegIOnal DIrector. Jmdal Praxatr

oxygen Co. P. Ltd. Praxair Pacific Ltd., (2006) 129 Com Cases 905 : (2006) 61 SCL 93 (CLB). ThePetitioner thereupon filed a writ petition in the High court, praying that the Regional Director be restrained from taking any action on the application under S. 2 2 4 ~ 3 ) The m i n o r i t ~ shareholders thereuponapplied to the CLB for stay of proceedmgs before It seekmg dIrectIons for callmg a general meetmg toappoint an auditor. CLB held that even though the pre-re.quisites of S. 10, CPC, were absent, thematter in Issue before It was substanttaIJy m Issue before the HIgh Court and that there was every POSSIbility of conflicting decisions on common issues, which could be prevented by staying the CLB proceedings Jindal vijayanagar Steel Ltd. v. Jindal Praxair Oxygen Co. P. Ltd., (2006) 129 Com Cases 939 :(2005) 62 SCL 659 (CLB).Interim relief carmot be granted when the similar or greater relief cannot be given, if the petition is ultimately granted. In re Bengal Lux",i Cotton Mills, (1965) 35 Com Cases 187 (Cal); Shaw Wallace & Co .Ltd. v. Union of India , (1998) 4 Comp U 299: (1998) 31 CLA 225 (Cal) .Matters which do not form pant of the company petition cannot be taken into account for consideringan interim application. Shree Ram Urban Infrastructure Ltd. v. R.K. Dhall (No.2), (2010) 153 ComCases 150 (Born), following Shanti Prasad Jain v. Kalinga Tubes Ltd., (1965) 35 Com Cases 351 : AIR1965 SC 1535.power to make RuIes.-The Company Law Board is perfomling quasi-judicial functions. It haspower to regulate its own procedure. The procedure adopted by it must satisfy the r ~ u i r e m e n t s of naturaljustice. Where a procedure adopted by 11 IS not I II confonruty WIth natural Justtce, It IS not to be allowedeven if has been followed for a long period. Sri Ram Das Motor Transport Ltd. v. Karedla Surayanaray-ana, (2002) 110 Com Cases 193 : (2002) 36 SCL 361 : (2002) 48 CLA 113 (AP).Power to modify orders.-In a petition for prevention of oppression and management, the CLBfound that some events had taken place after the date of fmal hearing and before the date of the order.The CLB said that such events could be taken into consideration. An application for modification wasmade after the order was passed. The change of circumstances was known to the party who JPplied formodification but it was not brought to the notice of the CLB before its order. The CLB refused to makean order for modification. Ashok Kumar Oswa/ v. Panchsheel Textile Mfg.& Trading Co. Ltd., (2002)110 Com Cases 825 : (2002) 38 SCL 241 : 2002 CLC 1756 (CLB-PB).The Company Law Board does not have the power of review. It is , however, open to the CLB exerciseits inherent powers and to make such orders as may seem necessary to meet the ends of justice and toprevent abusive use of the process by its Benches. When the party who has to implement a consent orderfails to do so, the aggrieved party can approach the CLB with a prayer that its orders be implemented.The CLB exercised powers under s. 403 and Regulations 43 and 44 of the CLB Regulations and directedthat the implementation of the consent order be postponed till the fmdings of the Kerala High Court aboutthe voting rights of the two block of shares, which was sub-judice before the court, came to be known.M. V. Paulose v. City Hospital P. Ltd. , (1999) 96 Com Cases 588: (1998) 15 SCL 49: (1998) 28 CLA 46(CLB-PB).The provisions of this regulation empower CLB to correct any mistake arising in an order from an accidental ship of omission, either on its own motion or on the application of any party. However, since

Regulation 27, which gave the Bench the power to review its own orders, has been deleted with effectfrom 14-05-1992, the inherent powers conferred by this Regulation cannot be used to review an order andthereby achieve indirectly what cannot be done directly. Nukala Nageshwara Rao v. Bharat Circuits P.Ltd., (2010) 154 Com Cases 26 (CLB). See also Copalkrishna Sengupta v. Hindustan Construction Co.Ltd., (2006) 2 Comp U 263 (eLB).Dismissal of application and its restoration.-Where an application under s. 58A(9) for refund ofdeposit was dismissed for non-prosecution and the Company Law Board found on an application forresloration of the application that the applicants were elderly people and their counsel could not appeardue to illness and the amounts involved were very large and the delay in seeking restoration was just onlymarginal, the Board ordered restoration of the applications. Bimla Malik (Mrs.) v. Martill Burn Ltd. ,(1995) 84 Com Cases 956: (1995) 6 SCL 13 : (\995) 4 Comp U 'Z72 (CLB-EB).

. Stay of proceedings before CLB.-Where paralJel proceedings were pending before the High Courtmvolving the same subject matter and identical issues, institution of proceedings before the CLB washeld to be not an abuse of process, but the CLB stayed the proceedings before it to await final order bythe High Court. In the meantime, to take care of the situation and to ensure proper functioning of thecompany, the CLB ordered that a representative of the petitioning group be appointed on the company'sBoard of Directors and also an independent chairman. Mrunalini Deve Puar ofDhar (Dr. Mrs.) v. Gaek-"'ad Investment Corpn., P. Ltd., (1995) 82 Com Cases 899: (1993) I Comp U 89 (CLB)./


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6712 App.3 The Company Law Board Regulations, 1991-Regn. 44However, where the matters in issue before the CLB and the High Court are not identical and are filedfor entirely different purposes, the CLB will not stay the proceedings before it, but will continue with thehearing. Sonvana Stores P. Ltd. & Ors. v. S. Yagarathinam & anr. , (2007) 136 Com Cases 200 (CLB).See also S. S. Orgenics v. B. Subha Reddy, (2006) 132 Com Cases 92: (2006) 69 SCL 272 (CLB).The inherent powers saved by this Regulated relate to procedural matters covered in the Regulations.Bakhtawar Construction Co . (P.) Ltd. v. Blossom Breweries Ltd., (1998) 3 CompU 495: (1998) 91 ComCases 744 : (1998) I Comp LJ 150 : (1998) 15 SCL 14: (1997) 88 Com Cases 859: (J999) '95 ComCases 35 (CLB). .The power to review its own order is not an inherent powers. There must be a specific provision con.ferring the power of review. Dr. Dheep Rajappa v. A. Sivasubramanian, (2002) 35 SCL 845: (2002) 110Com Cases 45: (2002) 47 CLA 25: 2002 CLC 699 (CLB-SB).The issues arising in a petition for relief against appression and mismanagement were identical withthose arising in an earlier petition filed in the civil court for execution of an arbitration award. The Com.pany Law Board held that the grievances of the petitioners regarding the affairs of the comp .. y could beremedied through the equitahle Jurisdiction of CLB suhject to the outcome of the execution proceedings.

It therefore stayed the proceedings before itself pending the disposal of the execution proceedings. HotelVellore Royal P. Ltd. v. P. V. Chandra Sekar, (2010) 153 Com Cases 214 (CLB).Inherent powers of CLB-Nature of.-The provisions of section 151 of the CPC has been repro-duced mutatis mutandis in regulation 44. The two separate bases for exercise of inherent power are: (i)meeting the ends of justice and (ii) prevention of abuse of process. These powers enable the Board toadjust the rights of the parties on the basis of events happening after the starting of the action. In somecases, it is almost the duty of the Court to advert to the subsequent events hrought to its notice lest itshould fail to do substantial justice between the parties. The court cited the decision of the Madras HighCourt in Subramaniam v. Sundaram, AIR 1963 Mad 217, where it was emphasised that the discretion ofthe court, under its inherent powers to adjust the rights of the parties on the basis of events happeningafter institution of proceedings is well recognised and commonly accepted as a rule of justice, equity andgood conscience. It may even become the duty of the court to take notice of subsequent events lest it mayfail to do justice between the parties. Rajelldra Kumar Malhotra v. Harbanslal Malhotra & Sons Ltd.,(1999) 34 CLA 360 (Cal). This judgment was followed in Chandra Kumar P. Asher v. Tinapur Textiles(P) Ltd., (2009) 152 Com Cases 356 (CLB), where the CLB dismissed an application made by one of therespondents in a petition under sections 397 and 398 for being transposed as a petitioner on the grounds

that he had neither made out any substantial case for transposition, nor had he any identity of interestwith the existing petitioners. The CLB based its finding on the facts that the applicant had filed a counterto the petition in his capacity as director, that he had all along supported the respondents in the petitionand had voted against the petitioners in an extraordinary general meeting. The CLB also held that while ithad the power under this Regulation to direct transposition in the interests of justice, the present was nota suitable case for passing such a direction. .Where a petition is allowed to be withdrawn on technical grounds before any hearing on merits hastaken place, the CLB has inherent power under this regulation to permit the filing of a fresh petition,notwithstanding the principles underlying Order 23, Rule I of the Code of Civil Procedure. Pramod Jainv. Golden Tobacco Ltd., (2010) 157 Com Cases I (CLB).In V.S.R. Moontly v. Kaashyap Foundations Ltd., (2005) 6 Comp LJ 308 (CLB), it was held that CLBhad no power under S. Ll7 C of the Companies Act to extend the tilj1e for redemption of lands, as op-posed to the power to extend the time for repayment of Fixed Deposits under S. 58A (9). In this case,

CLB exercised its inherent power tp direct the company to redeem the bonds and pay interest at the con-tractual rate from the date of issue.Under this regulaiion CLB is entitled to substitute an applicant who wants to pursue a petition in placeof a petitioner who wants to withdraw from the proceedings suhject to the application being valid. GeesMorine Product Pvt. Ltd. In Re, (2005) 3 Comp LJ 189 : (2005) 63 SCL 82 (CLB).The CLB used its power under this regulation to declare a Board meeting held at Tirupur void whenthe Articles of Association provided that the meeting should be held at Chennai or Mumbai. AidquaHolding & (Maurtius) Inc. v. Tamil Nadu Water blvestment Co . Ltd., (2008) 142 Comp Cases 497 :(2008) 82 SCL 434 (CLB). .In the undernoted case, Gillette's intended collaboraiion with the respondent company was opposed bythe minority shareholders under section 397 and 398 of the Act on the.ground that this was an attempt toextinguish competition for Gillette in India and that the former was trying to pass of outdated technologyto the respondent. Under the appellant's application, the CLB also passed. an order allowing impleading

of Gillette as a respondent. However, subsequent to this, oased on Gillette's application that it was nolonger interested in the collaboration, the CLB passed an order recalling the impleadment order. Thereafter, the appellant found a Fax message, which clearly showed that negotiations had continued for technicalcollaboration. The CLB rejected the fax as inadequate evidence for recalling its order. In appeal undersection IOF of the Act the High Court of Calcutta opined that the Board erred in rejecting the fax as evidenceof subsequent developments, which were relevant to the applications pending before it. According to the


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The Company Law Board Regulations, J99J-Regn. 44 App.3 6713High Court, this was a case where the Board ought to have exercised its inherent powers under this regulation. Rajendra Kumar Malhotra v. Harbans Malhotra & Sons Ltd.,(1999) 34 CLA 360 (Cal). Subramaniamv. Sundaram, AIR 1963 Mad 217 relied on.

It is not open to CLB to interfere in the day to day functioning, management and administration of acompany. By a resolution passed by an overwhelming majority, the shareholders approved a resolution tosell the property of the company on such terms and conditions as would be in the bests interests of thecompany.. The petitioners, who had attended the meeting and opposed the resolutio',!, filed a petitioncomplairung of oppressIOn and mismanagement and prayed for stay of the resolution. One securedcreditor opposed the proposal to sell the property otherwise than by public auction. The CLB permittedthe sale by open auction and directed that in case such an auction failed to fetch the best price, sealedtenders could be called for to make the sa le transaction transparent. P. Ramesh Kumar v. D. R.Shankaranarayana Gupta, (2010) 156 Com Cases 258 (CLB), following Vivek Goenka v. Manoj Sontha-/ia (1995) 83 Com Cases 897 (Mad), Maxwell Dyes and Chemicals Ltd. v. Kothari Industrial Corpora-t i o ~ Ltd., (1996) 85 Com Cases I I I (Mad), Vijayawada Share Brokers Ltd. v. D. Ramkishare. (2004) 120Corn Cases 125 : (2003) 45 SCL I (CLB), and Chairman and Managing Director, Sipcot v. Contromix P.Ltd., (1995) 84 Com Cases 110 : AIR 1995 SC 1632 : (\ 995) 4 SCC 595.

Although this regulation confers wide powers on the Company Law Board to make such orders as maybe necessary for the ends of justice or to prevent the abuse of process, it will not exercise that power in amanner contrary to the provisions of S. 8 of the Arbitration & Conciliation Act, 1996 G Saibaba Reddyv. Swal Corporation Ltd., (2010) 1 Comp U 118(CLB) : (2009) 150 Com Cases 170, for example, wheresome of the parties to the petition for relief against appression are not parties to the arbitration agreementAMRL International Tech City Ltd. v. Infac India Group LLC, (2009) 147 Com Cases 291 (CLB).

The powers of CLB Continue even after the passing of the consent order in a petition under sections397, 398 and the CLB does not become functus officio until the purpose of the petition is attained. Suga-vaneshwara Spinning Mills Ltd. v. S. Arunachalan, (2008) 143 Comp Cases 676 : (2008) 88 SCL 31(Mad) affirming Arunachalan(s) v. Sugavaneshwara Spinning Mills P. Ltd., [2008]142 Comp Cases 611(CLB).Even though Regulation 27 which specifically conferred power on CLB to review its orders has beendeleted, CLB still has power under this Regulation to take action if the relief was based on forged orfabricated documents or was obtained by fraud. Balaji Fabricators v. Mrs. S. Rehana Rao, (2006) 130Com Cases 97 : (2006) 66 SCL 57 (CLB).In Forbes Finance Ltd., In re, (2009) 149 Com Cases 16 (CLB) the CLB exercised its powers underthis regulation to condone the delay in filing Form 21 under the Companies (Central Govt). GeneralRules & Forms, when the original form sought to be filed was defective and therefore not accepted by thecomputer system for e-filing. The CLB held that there had been substantial compliance.Powers after orders . -The powers of the CLB continue even after passing an order till the affairs areset right in accordance with the order. Regulation 44 of the CLB Regulations, 1991 corresponds with s.151 of the Code of Civil Procedure which confers inherent powers on the court. The CLB does not become functus officio till the purpose of the petition before it is attained. In this case, the CLB had setaside a further issue of shares by which the majority was reduced into a minority. The CLB order wasstayed under an appeal against the order by the High Court. The appeal was subsequently dismissed andstay vacated. The majority was restored to its original position. Therefore, the CLB passed no furtherorders. Subsequently to this an application was made for further orders. Such further orders were held tobe valid. Shoe Specialities Ltd. v. Standard Distilleries and Breweries P. Ltd., (1997) 90 Com Cases I ;

(1996) 23 CLA 261 : (1997) I Camp U 243 (Mad-DB). Affirming Standard Distilleries and BreweriesP. Ltd. , (1995) 83 Com Cases 727 (CLB) .Enforcement of unsigned compromise order . -The petitioner was seeking an order for investigationof affairs. The company offered to purchase the shares of the petitioner. An agreement was reached andrecorded by the Company Law Board. It became an order disposing of the petition for investigation. Thesettlement was not signed by the parties as required by the Civil Procedure Code. The Court said that thiswas only a technicality. The Civil Procedure Code was not applicable with all its technicalities. Thecompromise was, therefore. executable. Kuki Leather P. Ltd. v. TNK Govindaraju Chettiar & Co., (2002)

I \0 Com Cases 474 (Mad). The court affirmed the decision of CLB, TNK Govindaraju Chettiar & Co.Ltd. v. Kuki Leather P. Ltd., (2000) 28 SCL 267 : (200) 39 CLA 220 : (2000) 4 Camp U 427 : (2000)10