Tuesday, 24 January 2012

Draft Petition under Sec 141


FORM NO.  1

BEFORE THE COMPANY LAW BOARD, SOUTHERN REGION BENCH, CHENNAI

Company Petition No __________   of 2010



IN THE MATTER OF THE COMPANIES ACT, 1956, SECTION 141

AND

IN THE MATTER OF (COMPANY NAME) HAVING ITS REGISTERED OFFICE AT (ADDRESS)
:              APPLICANT
VS.

THE REGISTRAR OF COMPANIES, KARNATAKA         :         RESPONDENT

 

DETAILS OF PETITION


Particulars of the Company whether Petitioner or not

(1)    (COMPANY NAME), the petitioner mentioned above (hereinafter referred to as ‘the Company’) was incorporated in the State of ………….. as a Company Limited by shares on (INCORPORATION DATE IN WORDS) (IN NUMBERS) bearing Registration No. (CIN) …………………..

(2)   The registered office of the company at present is situated at ……………………..

(3)   The Authorised Capital of the company is Rs………/- (Rupees ……….. only) consisting of …………. equity shares of Rs……../- (Rupees …..  only) each and the Issued, Subscribed and Paid up Capital is Rs………… (Rupees ………. only) consisting of ………..  equity shares of Rs………/- (Rupees ……  only ) each as on the date of the petition.

The object for which the Company was incorporated are mentioned in Clause III-A of the Memorandum of Association of the Company are inter alia as follows:-

  1. To carry on the business of processing, packing, trading - wholesale and retail,  distribution for domestic and export sale all types of frozen foods including fruits, vegetable, meat, seafood and all other types of foods.

  1. To carry on business in storing for rent or any other consideration, transporting, handling and generally dealing in, all kinds of frozen, chilled, cooled and refrigerated items, including fruits, vegetables, seafood, meats, dairy products and horticultural produce.

  1. To carry on the business of buying, selling or other wise dealing in, operating, hiring, letting on hire, leasing, giving on lease, obtaining licenses for the use of and granting licenses for the use of, cold stores, freezing, chilling and cooling plants, refrigeration units, refrigerated trucks and containers and any and all kinds of freezing, chilling, cooling, refrigeration and cold storage machinery and equipment.

  1. To carry on the business of buying, selling, transporting, storing, distributing, handling and dealing in any other foods or food products.


2.   Particulars of Petitioner(s)  

The Petitioner herein is (COMPANY NAME) , having its registered office at …………

  1. Particulars of Respondents

THE REGISTRAR OF COMPANIES, KARNATAKA

The petition is made by the company for condoning the delay and for extension of time for filing Form 17 under the Companies Act, 1956.

  1. Jurisdiction of the bench

The Petitioner is having its registered office in the State of Karnataka. hence, the Petitioner declares that the subject matter of the petition is with in the jurisdiction of the Company Law Board, Southern Region Bench Chennai.

  1. Limitation

Not Applicable


  1. Facts of the Case which are given below:

  1. (COMPANY NAME), (herein after mentioned as ‘the Company’) on 14.05.2003 had availed a the credit facility of Rs…………. (Vide Charge ID ……….) from (BANK NAME), (Address of bank) and has repaid the loan on 23.10.2009 to (BANK NAME).

  1. The Particulars of Charge created/ modified/ satisfied on the Assets of the Company was required to be filed with the Registrar of Companies, Karnataka on or before 21.11.2009

  1. On noticing the delay in filing the Form 17 for registration of Particulars of Satisfaction of Charge, the petitioner company filed the same with the office of the Registrar of Companies, Karnataka  on 24.11.2009 with a delay of 03 days (MCA REF SRN A73352452  dated 24.11.2009)

  1. Certified true copy the following are attached as Annexure – 1

    • Payment receipt to Ministry of company affairs SRN: A73352452 dated 24.11.2009
    • Form Nos. 17 filed with the Registrar of Companies, Karnataka.
    • Closure letter from ………. Bank


  1. The delay in filing the Particulars of satisfaction of charge had occurred accidentally and inadvertently without any malafide / willful intention on the part of the company or any of its directors. The Company has also filed all required documents up to date with the office of the Registrar of Companies, Karnataka.

  1. The Company states and submits that, no creditor or shareholder would be prejudiced by this petition of the company for condonation of delay and extension of time for filing the creation/ modification/ satisfaction  of the charge.

  1. The Company shall submit any other information/document as is required on hearing from your good office.

  1. An Affidavit verifying the petition is annexed hereto as Annexure - 2.

  1. The Company states and submits that unless the order as prayed is made the company will suffer irreparable loss and prejudice.

  1. Matter is not previously filed or pending in any court.

The Petitioner further declares that we had not 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 not any such application, writ petition or suit is pending before any of them.

8.      Relief(s) sought:

In view of the facts mentioned in paragraph 6 above, the petitioner company prays for the following reliefs: -
The Company humbly prays for an order that-

(a)   the delay in time for filing the Particulars of Satisfaction of charge may please be condoned;

(b)   the Registrar of Companies, Karnataka be directed to register the aforesaid particulars of charge;

(c)    Such further order or other orders as may be made affording necessary relief as in this premises the Honorable Company law Board may deem fit and proper.

9.   Interim order, if any prayed for:

None


10. Particulars of Demand Draft evidencing payment of fee for the petition made:-

(a)   Bank on which drawn                 : ………………………
(b)   Name of the issuing Branch        : ……………………….
(c)    Demand Draft No                                   : ………………………Date: ………….
(d)   Amount                                        :Rs.200/- (Rupees Two Hundred only)





11. List of Enclosures
Sl No.

Annexure 

Documents
1
Annexure 1
1.      MCA Payment Receipt bearing SRN : A73352452
2.      Copy of eForm 17 filed with the Registrar of   Companies, Karnataka.
3.      Copy of  closure letter from ……… Bank
2
Annexure 2
Affidavit verifying the petition
3
Annexure 3
Memorandum of appearance by Mr. ………………, Company Secretary in whole time practice with a copy of the Board   resolution.
4
Annexure 4
Certified copy of the Board Resolution of the petitioner company passed for borrowing money under 292(1)(c) of the Companies Act, 1956
5
Annexure 5
Certified True copy of the Board Resolution authorizing the directors of the company to sign, file and affirm the petition and other related documents and authorizing Mr. Binoy Chacko to appear on behalf of the Company before the CLB.
6
Annexure 5
Proof of filing the complete set of this petition to the Registrar of companies (Receipt of filing Form 61)

FOR AND ON BEHALF OF (COMPANY NAME)

(……………..)
Director
Place:
Date: 















AFFIDAVIT VERIFYING THE PETITION
BEFORE THE COMPANY LAW BOARD, SOUTHERN REGION BENCH, CHENNAI

Company Petition No __________   of 2009


IN THE MATTER OF THE COMPANIES ACT, 1956, SECTION 141
AND
IN THE MATTER OF (COMPANY NAME) HAVING ITS REGISTERED OFFICE AT ADDRESS
                                                                                                            :                     APPLICANT

VS.

THE REGISTRAR OF COMPANIES, KARNATAKA                     :         RESPONDENT

I, …………………, S/o ……………….., working as Director of (COMPANY NAME) having its Registered Office at (ADDRESS) do hereby solemnly affirm and say as follows:-

1.      I am the Company Secretary of (COMPANY NAME), the Petitioner Company in the petition mentioned above an am duly authorised to make this affidavit in its behalf.
2.      The Statements made in the paragraphs 1 to 9 of the enclosed petition are true to my knowledge are based on information derived from the records of the petitioner’s company and I believe them to be true, and statements made are true to my belief.
3.      I swear and solemnly affirm that this declaration is true, that it conceals nothing and no part of it is false.
                                                                                                             (………………)
                                                                                                                        Director
Place  :
Dated : 

Solemnly affirmed before me this ……………….. Day of ………………. 2010

Seal of the Oath Commissioner

 

FORM No. 5

MEMORANDUM OF APPEARANCE

To
The Bench Officer
Company Law Board
Southern Regional Bench
Chennai
Company Petition No ____________ of 2010

IN THE MATTER OF THE COMPANIES ACT, 1956, SECTION 141
AND
IN THE MATTER OF (COMPANY NAME)HAVING ITS REGISTERED OFFICE AT (ADDRESS)
                                                                                                :           APPLICANT
VS.
THE REGISTRAR OF COMPANIES, KARNATAKA         :         RESPONDENT
Sir,
Please takes notice that, I ………………, S/o  Mr. ……………., (Address) Company Secretary in Whole time Practice (Certificate of Practice No………) is duly authorised to enter appearance and do hereby enter appearance, on behalf of (COMPANY NAME), Petitioner in the above mentioned petition.
A copy of the Resolution passed by the Board of Directors authorising me to enter appearance and to act for every purpose connected with the proceedings for the said party is enclosed, duly signed by me for identification

Yours Sincerely
………………….
Company Secretary in whole time Practice
Date:
                                  (On Company’s letter head)



EXTRACTS OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY HELD ON ………………….. AT the registered office of the company



“RESOLVED that Mr. …………….., Director of the company be and is hereby authorised to file the petition as required under Section 141 of the Companies Act, 1956 before the Honorable Company Law Board, Southern Region Bench under the provisions of the Company Law Board Regulations, 1991 for seeking extension of time and/or condonation of delay in filing the particulars of satisfaction of charges with the Registrar of Companies, Karnataka with respect to the satisfaction of charges on the assets of the company in favour of  (BANK NAME)

“RESOLVED FURTHER that Mr. …………., Director of the company be and is hereby authorised to sign necessary documents, affirm, execute and file affidavits, applications or any other documents or paper in connection therewith and to do all such acts deeds or things as may be considered necessary for the purposes of filing the aforesaid petition and disposal thereof, including making corrections and alterations in the petitions and applications.”

“RESOLVED FURTHER that Mr. Binoy Chacko, Company Secretary in Whole time Practice, be and is hereby authorised to represent, sign and verify the application in terms of Company Law Board Regulations1991 and to represent the company before the Company law Board and to do all such acts and things as may be considered necessary or expedient in this regard.”

//CERTIFIED TRUE COPY//

For (COMPANY NAME)

DIRECTOR

Date:

The Bench Officer,
The Company Law Board,
Southern Region Bench,
Chennai-600001.

Dear Sir,


Sub:    Condonation of delay in filing Registration of Charges: Filing of Petition under Sec.141 of the Companies Act, 1956.

Ref:            (COMPANY NAME)

Please find enclosed the Petition in Form I along with enclosures for the condonation of delay in filing the e-Form 17 for the registration of Charges by (COMPANY NAME).

Kindly take the record on document and do the needful.

Thanking you,
Yours truly

For BG & Associates
Company Secretaries
BINOY CHACKO 
PARTNER
C.P.No 4221
Encl: As above

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