Application for Relief from Certain Liabilities
Company Petition No. ………… of 1999
In the High Court at Calcutta
|In the matter of:The Companies Act 1956And
In the matter of:
An application under section 633(2) of the said Act
In the matter of:
X Company Ltd. a company registered under the Companies Act 1956 and having its Registered Office at ………… Calcutta within the said jurisdiction
In the matter of:
An application by:
1. AB residing at …………… Calcutta
2. CD residing at …………… Calcutta
3. EF residing at …………. ….Calcutta
|ToThe Hon’ble Mr. …………… Chief Justice and His Companion Justices of the said Hon’ble Court|
|The humble petition of AB, CD and EF the petitioners above-named most respectfully|
1. X Co. Ltd. (hereinafter referred to as the company) was incorporated in or about ……… 1980 under the provisions of the Companies Act 1956.
2. The registered office of the company is at ………… Calcutta.
3. The authorised, issued, subscribed and paid-up capital of the company is Rs. ………… divided into ………… Equity Shares of Rs. 10 each.
4. The objects for which the company was formed are set out in Clause III of the Memorandum of Association of the company to which your petitioners will crave leave to refer. The principal object of the company was to carry on trading business. Soon after incorporation the company commenced the business and is still carrying on the business.
5. Your petitioner No. 1 was the Director of the company till 1997. Your petitioner No. 2 was the Managing Director of the company but resigned in January 1998. Your petitioner No. 3 is an ordinary Director and excepting attending the Board Meetings did not take part in the management of affairs of the company. Since January 1997 a new set of directors were elected and they are in control and management of affairs of the company. The new management did not prepare the final accounts and Balance-sheets and Profit and Loss Accounts of the company for year-ending 30th March 1996, 30th March 1997 and 30th March 1998 and no such accounts have been published or was filed with the Registrar of Companies.
6. The said new management and the incoming directors have not held the Annual General Meeting for the last three years in spite of the requests of the petitioner No. 3 to that effect.
7. Your petitioners state that due to mismanagement of affairs of the company by the incoming Directors there have been violations of provisions of the Companies Act 1956 inasmuch as in respect of the last three years Annual General Meetings were not convened, Balance Sheets and Profit and Loss Accounts and Annual Returns were not filed with Registrar of Companies in compliance with the provisions of the Companies Act 1956.
8. Your petitioners reasonably apprehend that the Registrar of Companies might take legal action against your petitioners for the defaults of the incoming directors.
9. Your petitioners state and submit that your petitioners have repeatedly requested the said incoming directors to comply with the provisions of the said Act and final accounts and Returns be filed with the Registrar of Companies. The incoming directors and the present management have not yet complied with the provisions of the said Act and made defaults in filing the accounts and the Returns with the Registrar of Companies, West Bengal.
10. Your petitioners reasonably apprehend that the Registrar of Companies may start legal proceedings against your petitioners or either of them in respect of the said defaults in not holding the Annual General Meeting and/or not filing the Balance Sheets and Profit and Loss Account and the Annual Returns with the Registrar of Companies, West Bengal.
11. Your petitioners state and submit that the said defaults have been caused due to circumstances beyond the control of your petitioners and mainly due to mismanagement of affairs of the company by the incoming directors and in spite of your petitioners being diligent and vigilant in complying with the provisions of the Companies Act 1956.
12. Your petitioners have acted honestly and reasonably and have not committed any defaults and should not be made liable to any penalties or exposed to any legal proceedings and having regard to circumstances above-referred to, your petitioners ought fairly to be excused and relieved wholly from any liability for any such default in not convening the said Annual General Meetings, preparing the final accounts and laying them before the General Meetings or filing the final accounts and Returns with the Registrar of Companies, West Bengal.
In the premises your petitioners humbly pray Your Lordships for the following orders:
(a) Your petitioners be excused and/or relieved from any liability in respect of any defaults in convening and holding the Annual General Meetings for the years ending 30th March, 1996, 30th March 1997 and 30th March 1998 and in not laying the Audited Balance Sheets and Profit and Loss Accounts for the said years before the Annual General Meetings and in not filing the final accounts and returns in respect of the said years with the Registrar of Companies, West Bengal in compliance with the provisions of the Companies Act 1956;
(b) Further Orders be made and directions be given as to this Hon’ble Court may deem fit and proper to afford complete relief to your petitioners.
And your petitioners as in duty-bound shall ever pray.
I, AB, residing at ……………………………………… do hereby solemnly affirm and say as follows:
1. I am petitioner No. 1 above-named and I know the facts and circumstances of the case and I am able to depose thereto. I am authorised by petitioners Nos. 2 and 3. I do affirm and verify the aforesaid petition for self and on behalf of petitioners Nos. 2 and 3.
2. The statements in paragraphs 1 to 12 of the foregoing petition are true to my knowledge based on information derived from records maintained by me and petitioners Nos. 2 and 3 and on inspection of the records of Registrar of Companies and I believe them to be true.
3. The statements in paragraphs 1 and 2 are true to my knowledge.
Solemnly affirmed by the said AB
at the Court House in Calcutta on
this …………… day of ……… 2000