valid as on 21/11/2024

Section 14.Alteration of articles.
Effective from 01-04-2014, font in blue w.e.f., 01.06.2016 and green w.e.f., 02.11.2018

(1) Subject to the provisions of this Act and the conditions contained in its , if any, a  may, by a special resolution,  its including alterations having the effect of conversion of—

(a) a into a ; or

(b) a public company into a private company:

Provided that where a company being a private company alters its articles in such a manner that they no longer include the restrictions and limitations which are required to be included in the articles of a private company under this Act, the company shall, as from the date of such alteration, cease to be a private company:

any alteration having the effect of conversion of a public company into a private company shall not be valid unless it is approved by an order of the Central Government on an application made in such form and manner as may be prescribed:

any application pending before the Tribunal, as on the date of commencement of the Companies (Amendment) Act, 2019, shall be disposed of by the Tribunal in accordance with the provisions applicable to it before such commencement.

any alteration having the effect of conversion of a public company into a private company shall not be valid unless it is approved by an order of the  on an application made in such form and manner :

Provided also that any application pending before the Tribunal, as on the date of commencement of the Companies (Amendment) Ordinance,  2018, shall be disposed of by the Tribunal in accordance with the provisions applicable to it before such commencement.

Provided further that any alteration having the effect of conversion of a public company into a private company shall not take effect except with the approval of the which shall make such order as it may deem fit.

(2) Every alteration of the articles under this section and a copy of the order of the  Tribunal approving the alteration as per sub-section (1) , together with a printed copy of the altered articles, within a period of fifteen days in who shall register the same. 

(3) Any alteration of the articles registered under sub-section (2) shall, subject to the provisions of this Act, be valid as if it were originally in the articles.

2(56) Memorandum means the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act
Company means a company incorporated under this Act or under any previous company law
alter includes the making of additions, omissions and substitutions.
Articles means the articles of association of a company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act
2(68) Private company means a company having a minimum paid-up share capital as may be prescribed, and which by its articles, —

(i) restricts the right to transfer its shares;

(ii) except in case of One Person Company, limits the number of its members to two hundred:

Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member:

Provided further that—

(A) persons who are in the employment of the company; and

(B) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the number of members; and

(iii) prohibits any invitation to the public to subscribe for any securities of the company

2(71) Public Company, means a company which—

(a) is not a private company; and

(b) has a minimum paid-up share capital, as may be prescribed:

Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles.

Substituted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 w.e.f., 02.11.2018. To view the Amendment Act, Click Here.
Substituted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 w.e.f., 02.11.2018. To view the Amendment Act, Click Here.
Substituted vide the Companies (Amendment) Ordinance, 2019 which repealed the Companies (Amendment) Ordinance, 2018. W.e.f., 02.11.2018. To view the Ordinance, 2019, Click Here. To view the Ordinance, 2018 Click Here 
Central Government delegates its powers u/s 2(41) and second proviso to 14(1) to Regional Directors at Mumbai, Kolkata, Chennai, New Delhi, Ahmedabad, Hyderabad and Shillong vide its notification dated 18.12.2018 published in the Official Gazette on 20.12.2018. To view the Notification, Click Here
Refer rule 41 of the Companies (Incorporation) Rules, 2014. To view the Rule, Click Here
Substituted vide the Companies (Amendment) Ordinance, 2019 which repealed the Companies (Amendment) Ordinance, 2018. W.e.f., 02.11.2018. To view the Ordinance, 2019, Click Here. To view the Ordinance, 2018 Click Here 
 “Tribunal” means the National Company Law Tribunal constituted under section 408
Substituted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 w.e.f., 02.11.2018. To view the Amendment Act, Click Here.
Refer Rule 68 National Company law Tribunal Rules 2016. To view the rule,Click Here
  1. Refer rule 33 and Form Nos. INC-27 of the Companies (Incorporation) Rules, 2014. To view the rule,Click Here
  2. Form INC 27 has been revised vide MCA Notification dated 19.01.2023. To view the Notification, Click here. To view the revised Return, Click here.

2.1.33-Companies (Incorporation) Rules, 2014

33. Alteration of articles.-

(1) For effecting the conversion of a private company into a public company or vice versa, the application shall be filed in  with fee.

(2) A copy of order of the competent authority approving the alteration, shall be filed with the Registrar in  with fee together with the printed copy of the altered articles within fifteen days of the receipt of the order from the Central Government.

Explanation.- For the purposes of this sub-rule, the term “competent authority” means, the Central Government.

 Subject to the provision of sub-rule (1), for effecting the conversion of a public company into a private company a copy of order of the Tribunal approving the alteration, shall be filed with the Registrar in with fee together with the printed copy of altered articles within fifteen days from the date of receipt of order from the tribunal.

Subject to the provisions of sub-rule (1), for effecting the conversion of a public company into a private company, Service Request Number (SRN) of Form No. RD-1, pertaining to order of the Regional Director approving the alteration, shall be mentioned in Form No. INC-27 to be filed with Registrar along with fee together with the altered e-Memorandum of Association and e-Article of Association within fifteen days from the date of receipt of the order from the Regional Director.

(1) In case a company fails to change its name or new name, as the case may be, in accordance with the direction issued under sub-section (1) of section 16 of the Act within a period of three months from the date of issue of such direction, the letters “ORDNC” (which is an abbreviation of the words “Order of Regional Director Not Complied”), the year of passing of the direction, the serial number and the existing Corporate Identity Number (CIN) of the company shall become the new name of the company without any further act or deed by the company, and the Registrar shall accordingly make entry of the new name in the register of companies and issue a fresh certificate of incorporation in :

Provided that nothing contained in sub-rule (1) shall apply in case e-form filed by the company is pending for disposal at the expiry of three months from the date of issue of direction by Regional Director, unless the said e-form is subsequently rejected.

(2) A company whose name has been changed under sub-rule (1) shall at once make necessary compliance with the provisions of section 12 of the Act and the statement, “Order of Regional Director Not Complied (under section 16 of the Companies Act, 2013)” shall be mentioned in brackets below the name of company, wherever its name is printed, affixed or engraved:

Provided that no such statement shall be required to be mentioned in case the company subsequently changes its name in accordance with the provisions of section 13 of the Act.

  1. Form INC 27 has been revised vide MCA Notification dated 19.01.2023. To view the Notification, Click here. To view the revised Return, Click here.
  2. To view the return,Click Here
To view the return,Click Here
Substituted vide The Companies (Incorporation) fourth Amendment  Rules 2016.To view the notification,Click Here
To view the return,Click Here
Substituted vide MCA Notification dated 19.01.2023 regarding the Companies (Incorporation) Amendment Rules, 2023. To view the Notification, Click here.
Inserted vide Companies (Incorporation) Fifth Amendment Rules, 2021 dated 22.07.2021. To view the notification, Click Here
To view the return,Click Here
Form INC 24 has been revised vide MCA Notification dated 19.01.2023. To view the Notification, Click here. To view the revised Return, Click here.

2.1.41-Companies (Incorporation) Rules,2014

(1) An application under the second proviso to sub-section (1) of section 14 for the conversion of a public company into a private company, shall, within sixty days from the date of passing of special resolution, be filed with Regional Director in along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 and shall be accompanied by the following documents, namely:-

(a) a draft copy of Memorandum of Association and Articles of Association , with proposed alterations including the alterations pursuant to sub-section (68) of section 2;

(b) a copy of the minutes of the general meeting at which the special resolution authorising such alteration was passed together with details of votes cast in favour and or against with names of dissenters;

(c) a copy of Board resolution or Power of Attorney dated not earlier than thirty days, as the case may be, authorising to file application for such conversion;

(d) declaration by a key managerial personnel that pursuant to the provisions of sub section (68) of section 2, the company limits the number of its members to two hundred and also stating that no deposit has been accepted by the. company in violation of the Act and rules made there under;

(e) declaration by a key managerial personnel that there has been no non-compliance of sections 73 to 76A, 177 , 178, 185, 186 and 188 of the Act and rules made there under;

(f) declaration by a key managerial personnel that no resolution is pending to be filed in terms of sub-section (3) of section 179 and also stating that the company was never listed in any of the Regional Stock Exchanges and if was so listed, all necessary procedures were complied with in full for complete delisting of the shares in accordance with the applicable rules and regulations laid down by Securities Exchange Board of India:

Provided that in case of such companies where no key managerial personnel is required to be appointed, the aforesaid declarations shall be filed any of the director.

(2) Every application filed under sub-rule (1) shall set out the following particulars, namely:-

(a) the date of the Board meeting at which the proposal for alteration of Memorandum and Articles was approved;

(b) the date of the general meeting at which the proposed alteration was approved;

(c) reason for conversion into a private company, effect of such conversion on shareholders, creditors, debenture holders, deposit holders and other related parties;

(d) details of any conversion made within last five years and outcome thereof along with
copy of order;

(e) details as to whether the company is registered under section 8.

(3) There shall be attached to the application, a list of creditors, debenture holders, drawn up to the latest practicable date preceding the date of filing of application by not more than thirty days, setting forth the following details, namely:-

(a) the names and address of every creditor and debenture holder of the company;

(b) the nature and respective amounts due to them in respect of debts, claims or liabilities;

(c) in respect of any contingent or unascertained debt, the value, so far as can be justly estimated of such debt:

Provided that the company shall file an affidavit, signed by the Company Secretary of the company, if any, and not less than two directors of the company, one of whom shall be managing director, where there is one, to the effect that they have made a full enquiry into affairs of the company and, having done so, have formed an opinion that the list of creditors and debenture holders is correct, and that the estimated value as given in the list of the debts or claims payable on contingency or not ascertained are proper estimates of the values of such debts and claims that there are no other debts, or claims against, the company to their knowledge.

(4) A duly authenticated copy of the list of creditors and debenture holders shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect, and take extracts from the same on payment of ten rupees per page to the company.

(5) The company shall, atleast twenty-one days before the date of filing of the application

(a) advertise in the , in a vernacular newspaper in the principal vernacular language in the district and in English language in an English newspaper, widely circulated in the State in which the registered office of the company is situated;

(b) serve, by registered post with acknowledgement due, individual notice on each debenture holder and creditor of the company; and

(c) serve, by registered post with acknowledgement due, a notice to the Regional Director and Registrar and to the regulatory body, if the company is regulated under any law for the time being in force.

(6) (a) Where no objection has been received from any person in response to the advertisement or notice referred to in sub-rule (5) and the application is complete in all respects, the same may be put up for orders without hearing and the concerned Regional Director shall pass an order approving the application within thirty days from the date of receipt of the application.

(b) Where the Regional Director on examining the application finds it necessary to call for further information or finds such application to be defective or incomplete in any respect, he shall within thirty days from the date of receipt of the application, give intimation of such information called for or defects or incompleteness, on the last intimated e-mail address of the person or the company, which has filed such application, directing the person or the company to furnish such information, to rectify defects or incompleteness and to re-submit such application within a period of fifteen days in :

Provided that maximum of two re-submissions shall be allowed.

(c) In cases where such further information called for has not been provided or the defects or incompleteness has not been rectified to the satisfaction of the Regional Director within the period allowed under sub- rule (6), the Regional Director shall reject the application with reasons within thirty days from the date of filing application or within thirty days from the date of last re-submission made. as the case may be.

Where no order for approval or re-submission or rejection has been explicitly made by the Regional Director within the stipulated period of thirty days, it shall be deemed that the application stands approved and an approval order shall be automatically issued to the applicant.

(i) Where an objection has been received or Regional Director on examining the application has specific objection under the provisions of the Act, the same shall be recorded in writing and the Regional Director shall hold a hearing or hearings within a period of thirty days as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Regional Director shall pass an order either approving or rejecting the application along with the reasons within thirty days from the date of hearing.

(ii) In case where no consensus is received as referred in clause (i), the Regional Director may approve the conversion, if he is satisfied having regard to all the circumstances of the case, that the conversion would not be against the interests of the company or is not being made with a view to contravene or to avoid complying with the provisions of the Act, with reasons to be recorded in writing:

Provided that the conversion shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.

(9) (i) Where an objection has been received or Regional Director on examining the application has specific objection under the provisions of Act, the same shall be recorded in writing and the Regional Director shall hold a hearing or hearings within a period thirty days, as required and direct the company to file an affidavit to record the consensus reached at the hearing, upon executing which, the Regional Director shall pass an order either approving or rejecting the application along with reasons within thirty days from the date of hearing, failing which it shall be deemed that application has been approved and approval order shall be automatically issued to the applicant.

(ii) In case where no consensus is received for conversion within sixty days of filing the application while hearing or otherwise, the Regional Director shall reject the application within stipulated period of sixty days:

Provided that the conversion shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.

(10) On completion of such inquiry inspection or investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, conversion shall be allowed.

(11) The order conveyed by the Regional Director shall be filed by the company with the Registrar in Form No. INC-28 within fifteen days from the date of receipt of approval along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.

 

Inserted vide the Companies (Incorporation) Fourth Amendment Rules, 2018 dated 18.12.2018. To view the Notification, Click Here
  1. Substituted vide MCA Notification dated 02.08.2023 regarding Companies (Incorporation) Second Amendment Rules, 2023. To view the Notification, Click here.
  2. Form RD-1 has been substituted vide MCA Notification dated 19.01.2023 regarding Companies (Incorporation) Amendment Rules, 2023. To view the Notification, Click here and to view the revised Return, Click here.
  3. Form RD-1 is substituted vide the companies (Incorporation) Seventh Amendment Rules, 2019 dated 28.08.2019. To view the new Form RD-1, Click Here. To view the Notification, Click Here.
  4. Refer Clarification on filing of e-form RD- 1 for Conversion of public company into private company and change in a Financial Year dated 11.03.2019. To view the Circular, Click Here.
  5. To view the old Return, Click Here
Substituted vide MCA Notification dated 19.01.2023 regarding the Companies (Incorporation) Amendment Rules, 2023. To view the Notification, Click here.
To view the Return, Click Here

Omitted vide MCA Notification dated 19.01.2023 regarding the Companies (Incorporation) Amendment Rules, 2023. To view the Notification, Click here.

Form RD-GNL-5 is substituted vide the companies (Incorporation) Seventh Amendment Rules, 2019 dated 28.08.2019. To view the new Form RD-GNL-5, Click Here. To view the Notification, Click Here.

To view the old Return, Click Here

Substituted vide the Companies (Incorporation) Amendment Rules, 2021 dated 25.01.2021. To view the Notification, Click Here
Omitted vide the Companies (Incorporation) Amendment Rules, 2021 dated 25.01.2021. To view the Notification, Click Here
Sub-Clause (7) Substituted vide the Companies (Incorporation) Amendment Rules, 2021 dated 25.01.2021. To view the Notification, Click Here
Renumbered vide the Companies (Incorporation) Amendment Rules, 2021 dated 25.01.2021. To view the Notification, Click Here
Renumbered vide the Companies (Incorporation) Amendment Rules, 2021 dated 25.01.2021. To view the Notification, Click Here
Renumbered vide the Companies (Incorporation) Amendment Rules, 2021 dated 25.01.2021. To view the Notification, Click Here

27.3.68-National Company Law Tribunal Rules, 2016.

68.  Petition under section 14-

(1) A petition under the second provision to sub-section (1) of section 14 of the Act for the conversion of a public company into a private company, shall, not less than three months from the date of passing of special resolution, be filed to the Tribunal in and shall be accompanied by such documents as are mentioned in

(2) Every petition filed under sub-rule (1) shall set out the following particulars:

(a) the date of the Board meeting at which the proposal for alteration of Articles was approved;

(b) the date of the general meeting at which the proposed alteration was approved;

(c) State at which the registered office of the company was situated;

(d) number of members in the company, number of members attended the meeting and number of members of voted for and against;

(e) reason for conversion into a private company, effect of such conversion on shareholders, creditors, debenture holders and other related parties.

(f) listed or unlisted public company;

(g) the nature of the company, that is, a company limited by shares, a company limited by guarantee (having share capital or not having share capital) and unlimited company;

(h) details as to whether a company registered under section 8 of the Act.

(3) There shall be attached to the application, a list of creditors and debenture holders, drawn up to the latest practicable date preceding the date of filing of petition by not more than two months, setting forth the following details, namely:-

(a) the names and address of every creditor and debenture holder of the company;

(b) the nature and respective amounts due to them in respect of debts, claims or liabilities;

(c) in respect of any contingent or unascertained debt or any such claim admissible to proof in winding up of the company, the value, so far as can be justly estimated of such debt or claim:

Provided that the petitioner company shall file an affidavit, signed by the company secretary of the company, if any, and not less than two directors of the company, one of whom shall be a managing director, where there is one, to the effect that they have made a full enquiry into the affairs of the  company and, having done so, have formed an opinion that the list of creditors is correct, and that the estimated value as given in the list of the debts or claims payable on a contingency or not ascertained are proper estimates of the values of such debts and claims and that there are no other debts of , or claims against, the company to their knowledge.

(4) A duly authenticated copy of the list of creditors shall be kept at the registered office of the company and any person desirous of inspecting the same may, at any time during the ordinary hours of business, inspect and take extracts from the same on payment of the sum of rupees ten per page to the company.

(5) The company shall at least fourteen days before the date of hearing; –

(a) advertise the petition in accordance with rule 35;

(b) serve, by registered post with acknowledgement due, individual notice in to the effect set out in sub-rule (a) on each debenture-holder and creditor of the company; and

(c) serve , by registered post with acknowledgement due, a notice together with the copy of the petition to the Central Government, Registrar of Companies and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any other Act.

(6) Where any objection of any person whose interest is likely to be affected by the proposed petition has been received by the petitioner, it shall serve a copy thereof to the Registrar on or before the date of hearing.

(7) While passing an order, the Tribunal may, if it is satisfied, having regard to all the circumstances of the case, that the conversion would not be in the interest of the company or is being made with a view to contravene or to avoid complying with the provisions of the Act, disallow the conversion with reasons to be recorded in writing.

(1) Where an application to cancel a variation of the rights attached to the shares of any class is made on behalf of the shareholders of that class entitled to apply for cancellation under sub-section (2) of section 48 by the letter of authority signed by the shareholders so entitled, authorising the applicant or applicants to present the application on their behalf, such letter of authority shall be annexed to the application, and the names and addresses of all the shareholders, the number of shares held by each of them, aggregate number of such shares held and percentage of the issued shares of that class shall be set out in the Schedule to the application.

(2) The application in shall be accompanied by documents required for the purposes of the case and shall set out-

(a) the particulars of registration;

(b) the capital structure, the different classes of shares into which the share capital of the company is divided and the rights attached to each class of shares;

(c) the provisions of the memorandum or articles authorising the variation of the rights attached to the various classes of shares;

(d) the total number of shares of the class whose rights have been varied;

(e) the nature of the variation made, and so far as may have been ascertained by the applicants the number of shareholders of the class who gave their consent to the variation or voted in favour of the resolution for variation and the number of shares held by them;

(f) the number of shareholders who did not consent to the variation or who voted against the resolution, and the number of shares held by them;

(g) the date on which the consent was given or the resolution was passed; and

(h) the reasons for opposing the variation.

(3) The applicant shall at least fourteen days before the date of the filling of the petition advertise the application in accordance with rule 35.

(4) Where any objection of any person whose interest is likely to be affected by the proposed application is received by the applicant, a copy thereof shall be served to the Registrar of Companies and Regional Director on or before the date of hearing.

(5) On any application, the Tribunal, after hearing the applicant and any other person, as appears to it, to be interested in the application, may, if it is satisfied, having regard to all the circumstances of the case that the variation would unfairly prejudice to the shareholders of the class represented by the applicant, cancel the variation and shall, if not so satisfied, confirm the variation for reasons to be recorded:

Provided that the Tribunal may, at its discretion, make such orders as to cost as it thinks fit.

Annexure B

S.No.Section of the ActNature of PetitionEnclosures to the Petition
1.Sec. 2 (41)Application for change in financial year1.Copy of the memorandum and articles of association.
2. Copy of balance sheet of companies.
3. Affidavit verifying the petition.
4. Bank draft evidencing payment of application fee.
5. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.
2.Sec. 7 (7)Application to Tribunal where company has been incorporated by furnishing false or incorrect info or by any fraudulent action.1. Copy of the memorandum and articles of association.
2. Document in proof of false or incorrect information or fraudulent action.
3. Affidavit verifying the petition.
4. Bank draft evidencing payment of application fee.
5. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.
3.Sec. 14 (1)Conversion of public company into a private company.1.Copy of the memorandum and articles of association.
2. Copy of the documents showing that the company ceased to become a public
company.
3. Affidavit verifying the petition.
4. Bank draft evidencing payment of application fee.
5. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.
4.Sec. 55 (3)Application for issue further redeemable preference shares.1. Copy of the memorandum and articles of association.
2. Documents showing the terms of issue of the existing preference shares.
3. Copy of the Board Resolution and resolution of general meeting for issue of further redeemable preference shares.
4. Copy of the latest audited balance sheet with the profit and loss account of the company with auditor’s report and director’s report.
5. Affidavit verifying the petition.
6. Bank draft evidencing payment of application fee.
7. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.
5.Sec. 58 (3) or 59Appeal against refusal of registration of shares; or
Appeal for rectification of register of member.
Where the company is the petitioner.
1. Copy of the memorandum and articles of association
2. Latest audited balance-sheet and profit and loss account, auditor’s report and director’s report.
3. Authenticated copy of the extract of the Register of Members.
4. Copy of the resolution of the Board or Committee of Directors (where applicable)
5. Any other relevant documents.
6. Affidavit verifying the petition.
7. Bank draft evidencing payment of application fee.
8. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.
9. Two extra copies of the petition. Where the petition is made by any other person.
1. Documentary evidence in support of the statements made in the petition including the copy of the letter written by the petitioner to the company for purpose of registering the transfer of, or the transmission of the right to, any share, or interest in, or debentures as also a copy of the letter of refusal of the company.
2. Copies of the documents returned by the company.
3. Any other relevant document.
4. Affidavit verifying the petition.
5. Bank draft evidencing payment of application fee.
6. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.
7. Two extra copies of the petition.
6.Sec. 61 (1)Application to Tribunal for consolidation and division of share capital.1. Copies of memorandum and articles of association;
2. Copies of audited balance sheets for past 3 years;
3. Resolution for allowing such consolidation or division and providing justification for the same;
4. Documents in proof of new capital structure and class of shares being consolidated or divided;
5. Affidavit verifying the petition.
6. Bank draft evidencing payment of application fee.
7. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.
8. Two extra copies of the application
9. Any other relevant documents.
7.Sec. 73 (4)Application by deposition (substituted vide NCLT Amendment Rules,2016) depositor for
repayment of deposit or
interest.
1. Copy of the deposit receipt
2. Copy of the correspondence exchanged with the company.
3. Bank draft evidencing payment of application fee.
4. Any other relevant document.
8.Sec. 74 (2)Application to allow further time as considered reasonable to the company to repay deposits.1. Names and addresses of the officers of the company.
2. Full details of small (omitted vide NCLT Amendment Rules,2016) depositors such as names, addresses, amount of deposits, rate of interest, dates of maturity and other terms and conditions of deposits.
3. Reasons for nonpayment or late payment.
4. Annual Reports for the last three years.
5. Projection and cash flow statement for the next three financial years duly certified by Statutory Auditors of the company.
6. Any other relevant document
9.Sec. 97 (1)Application for calling of
Annual General meeting.
1. Affidavit verifying the petition.
2. Bank draft evidencing payment of application fee.
3. Any other relevant document.
10.Sec. 98 (1)Application for calling of
general meeting of company other than annual general meeting
1. Documentary evidence in proof of status of the applicant.
2. Affidavit verifying the petition.
3. Bank draft evidencing payment of application fee.
4. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.
5. Any other relevant document
11.Sec. 119 (4)Petition to pass an order
directing immediate inspection of minutes books or directing a
copy thereof be sent forthwith to person requiring it.
1. Documentary evidence, if any, showing the refusal of the company to give inspection to the petitioner.
2. Affidavit verifying the petition.
3. Bank draftevidencing payment of application fee.
4. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.
5. Any other relevant document.
12.Sec. 131 (1)Application by company for
voluntary revision of financial
statement on Board's report.
1. Audited Financial statements of relevant period;
2. Copies of memorandum and articles of association.
3. The details of the Managing Director,
Chief Financial Officer, directors, Company Secretary and officer of the company responsible for making and maintaining such
books of accounts and financial statement.
3. Where such accounts are audited, documents in proof of the name and contact details of the auditor or any former auditor who audited such accounts.
4. Copy of the Board resolution passed by
the Board of Directors.
5. Affidavit verifying the petition.
6. Bank draft evidencing payment of application fee.
7. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.
8. Any other relevant document.
12. A
(Inserted vide NCLT Amendment Rules,2020 dated 03.02.2020)
Sec 230 (12)Application in cases of
takeover offer of companies which are not listed.
1. Affidavit verifying the petition
2. Memorandum of appearance with copy of the Board's Resolution or the executed vakalatnama, as the case may be.
3. Documents in support of the grievance against the takeover.
4. Any other relevant
document.
13. (Inserted vide NCLT Amendment Rules,2016)-Wherever no document is prescribed to be attached with the application or petition, documents as mentioned in next column may be attached, as applicable.1. Document and/or other evidence in support of the statement made in the application or
appeal or petition, as are reasonably open to the petitioner(s);
2. Documentary evidence in proof of the eligibility and status of the petitioner(s) with the voting power held by each of them, wherever applicable;
3. Where the petition is presented on behalf of members, the letter of consent given by them, if applicable;
4. Statement of particulars, showing names, address, number of shares held, and whether all calls and other monies due on shares have been paid in respect of members who have given consent to the petition being presented on their behalf;
5. Where the petition is presented by a member or members authorised by the Central Government, the order of the Central Government authorising the officer(s) or member or members to present the petition shall be similarly annexed to the petition;
6. Affidavit verifying the petition;
7. Evidence regarding payment of fee;
8. Memorandum of appearance with copy of the Board Resolution or the vakalatnama, as the case may be;
9. Three copies of the petition; and
10. Any other documents in support of the case.

To view the annexure scroll below.
To view the return,Click Here
To view the return,Click Here
Inserted vide National Company Law Tribunal (Amendment) Rules, 2016 notification dated 20.12.2016, 2016. To view the notification,Click Here
To view the form,Click Here
Amended vide National Company Law Tribunal (Amendment) Rules, 2016 notification dated 20.12.2016, 2016. To view the notification,Click Here

Companies (Incorporation) Amendment Rules, 2021 dated 25.01.2021


Companies (Incorporation) Fifth Amendment Rules, 2021 [GSR 503(E)] dated 22.07.2021


Companies(Incorporation) Fourth Amendment Rules, 2016 dated 01/10/2016


Delegation of powers u/s. 2(41) to Regional Directors vide Notification No. S.O.6225(E) dated 18.12.2018


Enforcement Notification S.O. 1934(E) dated 01/06/2016


Enforcement Notification S.O. 902(E) dated 26/03/2014


MCA Notification dated 19.01.2023 regarding Companies (Incorporation) Amendment Rules, 2023


National Company Law Tribunal (Amendment) Rules, 2016 [G.S.R 1159(E)] dated 20/12/2016


The Companies (Amendment) Act, 2019 dated 31.07.2019


The Companies (Amendment) Ordinance, 2018 dated 02.11.2018 [repealed vide the Companies (Amendment) Ordinance, 2019]


The Companies (Amendment) Ordinance, 2019 dated 12.01.2019 w.e.f., 02.11.2018


The Companies (Incorporation) Fourth Amendment Rules, 2018 dated 18.12.2018


The companies (Incorporation) Seventh Amendment Rules, 2019 dated 28.08.2019


Clarification on filing of e-form RD- 1 for Conversion of public company into private company and change in a Financial Year dated 11.03.2019


General Circular 18/2014


Form INC -27 – Substituted vide MCA Notification dated 19.01.2023


Form INC-11C


Form NCLT 1-Original Application / Reply / Rejoinder / Interlocutory Application or filing of additional documents under directions of the Bench

Inserted vide the National Company Law Tribunal (Amendment) Rules,2020 notification dated 03.02.2020. To view the notification,Click Here

Form NCLT 3B


Form No. INC 27


Form No. INC-25A


FORM NO. RD GNL-5 (Substituted vide the companies (Incorporation) Seventh Amendment Rules, 2019 dated 28.08.2019)


FORM NO.RD-1 (Substituted vide the companies (Incorporation) Seventh Amendment Rules, 2019 dated 28.08.2019)


Form RD GNL-5


Form RD-1


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