APPLICATION FOR RELIEF FROM CERTAIN LIABILITIES

 

Company Petition No of ……………..20…..

In the High Court at ..................Original Jurisdiction

In the matter of

The Companies Act 1956

And

In the matter of:

An application under section 633(2) of the said Act

And

In the matter of:

................................... Company Ltd. a company registered under the Companies Act 1956 and having its Registered Office at ..................within the said jurisdiction

And

In the matter of: An application by:

................................ residing at________

...............................residing at_________

.................................. residing at__________

Petitioners

To

The Hon'ble Mr……..Chief

Justice and His Companion

Justices of the said Hon'ble Court

The humble petition of .............................. the petitioners above-named most respectfully

SHEWETH:

1. ...................................... (hereinafter referred to as the company) was incorporated in or about ...................... 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……….. 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 ....................... was the Director of the COMPANY till ......................... Your petitioner .....................was the Managing Director of the company but resigned in January ................... Your petitioner ........................ is an ordinary Director and excepting attending the Board Meetings did not take part in the management of affairs of the company. Since January ................................. 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 .......................................... and no such accounts have been published or was filed with the Registrar of Companies.

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 ...................................................................................to that effect.

6. 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 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.

7. Your petitioners reasonably apprehend that the Registrar of Companies might take legal action against your petitioners for the defaults of the incoming directors.

8. 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.

9. 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. 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.

10. 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 ................................................. 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 ;

(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.

Verification

I, residing at………do hereby solemnly affirm and say as follows:

I am petitioner......................above-named and I know the facts and circumstances of the case and I am able to depose thereto. I am authorised by petitioners.................................... do affirm and verify the aforesaid petition for self and on behalf of petitioners. 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.

The statements in paragraphs 1 and 2 are true to my knowledge.

Solemnly affirmed by the said AB at the Court House in ..................on this……day of 20….

Before me Commissioner