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TMI BlogCHAPTER XXVII - NCLTX X X X Extracts X X X X X X X X Extracts X X X X ..... rules, these rules shall apply. Definitions 2. In these rules, unless the context or subject- matter otherwise requires, (1) "Act" means the Companies Act, 2013. (2) "Address for service" shall mean the address furnished by a party or his authorized representative at which service of summons, notices or other processes may be effected by these rules; (3) "Appellate Tribunal" means the National Company Law Appellate Tribunal constituted under section 410 the Act; (4) "Applicant" means a petitioner or an appellant or any other person or entity capable of making an application including an interlocutory application or a petition or an appeal under the Act: Provided that in respect of the matters pertaining to "Revival and Rehabilitation of Sick Companies" under Chapter XIX of the Act, the term "Applicant" shall mean and include the following: (a) 'secured creditor (s)' of a company representing 50% or more of its outstanding amount of debts, which the Company has failed to pay within 30 days of the notice of demand or to secure or compound it to the reasonable satisfaction of the creditor as per the provisions contained in sub-section (1) of section 253 of the Act, (b) the c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ndian Evidence Act, 1872; (13) "Certifying Authority" means a person who has been granted a license to issue a Digital Signature Certificate under section 24 of the Information Technology Act, 2000 (21 of 2000); (14) "Chairperson", "Judicial Member", "Member", "President" and "Technical Member" of the Tribunal or Appellate Tribunal shall have the same meanings as provided in section 407 of the Act; (15) "Court" means the court as defined in sub-section (29) of section 2 of the Act; (16) "Dedicated Portal Online" refers to an "Hyper Text Transfer Protocol" for the purpose of electronic transmission of documents to the Tribunal for hearing and disposal in pursuance of the provisions of the Act and includes MCA-21 portal; (17) "Digital signature" means authentication of any electronic record by a subscriber by means of an electronic method or procedure in accordance with the provisions of section 3 of the Information Technology Act, 2000 and includes a graphic image of a handwritten signature; (18) "Digital Signature Certificate" means a Digital Signature Certificate issued under sub-section (4) of section 35 of the Information Technology Act, 2000; (19) "Document" means summon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or any rules there under. (29) "Filed" means filed in the office of the Registry of the Tribunal; (30) "Filing fees" means the fees as applicable in terms of Annexure- B in connection with the application filed; (31) "Form" means a form specified in Annexure -C; (32) "Party" means a person(s) who files a petition or an application before the Tribunal and includes a respondent(s), the Registrar of Companies or the Regional Director or Ministry of Corporate Affairs and any person who has a right under the Act, or the Reserve Bank of India Act 1934 (2 of 1934) to make suggestions or submissions or objections or file reply; (33) "Petition" means a petition or an application or an Appeal or a Complaint in pursuance of which any proceeding is commenced before the Tribunal. (34) "Person(s) Interested" means a shareholder, creditor or employee of a sick company, transferee company and other company concerned in relation to the term or context referred to in relevant provisions of the Act; (35) "Pleadings" means and includes the original application, petitions, applications, reply, statements, counter claim, additional statement supplementing the original applications and reply stat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y or reconstruction company, whether acting as such or managing a trust set up by such securitization company or reconstruction company for the securitization or reconstruction, as the case may be; or (iii)any other trustee holding securities on behalf of a bank or financial institution, in whose favour security interest is created for due repayment by any borrower of any financial assistance; (iv) any person in whose favour, a charge is created on any asset or assets of a company towards a security for the loan borrowed or secured or extended as a guarantee in whomsoever favour it may be on his behalf or other's behalf either singularly or jointly in association with other . (49) "Sick Company" means and includes a company, which has failed to pay the debt of its secured creditors within 30 days of the notice of demand or to secure or compound it to the reasonable satisfaction of the secured creditors as per section 253 of the Act; (50) "Transferred Application" or "Transferred Petition" means proceedings which have been transferred to the Tribunal from High Court, or Company Law Board or any other court or Tribunal as provided in section 434 of the Act, and shall also include ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... een filed to hear such application and issue such orders as may be necessary for the transfer of the application. The President of the Tribunal may delegate this power to any member of Bench(s). 5. Language of the Tribunal 1. The pleadings before the Tribunal may be conducted either in English or in Hindi and in case it is in some other Indian language, it shall be accompanied by a copy translated either in English or in Hindi attested by a translator and counter-signed by the party concerned. 2. All orders and judgements of the Tribunal may be either in English or Hindi. 6. Proceedings and Procedure for Filing Pleadings: 1. Every proceeding shall be dated and shall be instituted in the matter of the Act and in the matter of the company to which it relates. The contents shall be divided into separate paragraphs, neatly and legibly type written, lithographed or printed in double spacing on one side of standard petition paper with an inner margin of about four centimeters width on top and with a right margin of 2.5 cm, and left margin of 5 cm, duly paginated, indexed and stitched together in paper book form. Numbers and dates shall be expressed in figures and where dates given a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... companied by documents as prescribed in Annexure D and shall be as per the procedure for e-filing manual as may be issued by the Tribunal in such manner and as may be named by the Tribunal and shall be accompanied by an Index of Documents. (2) Documents referred to in sub-rule (1) may be attested as True Copy by the party or the authorized representative and the documents shall be marked serially as Annexures A1, A2, A3 and so on. (3) The petition or application shall be accompanied by a memorandum of appearance or a power of attorney or a duly executed Vakalatnama as specified in Rule 68. 8. Contents of petition - Every petition, other than an application filed under rule 107 shall set forth the name of the company, with its status, date of incorporation, the address of its registered office, authorized capital, paid-up share capital with division of different classes of shares and terms of issue, if any, in the case of preference shares, main objects in brief, for which the company was formed, present business activities of the company, latest audited accounts and auditors report and also latest financial position and shall also set forth concisely under distinct heads the gro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... efore the date fixed for hearing, at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the proposed company is situated, and circulating in that district, and at least once in English language in an English newspaper circulating in that district. (2) Every such advertisement shall state: (a) the date on which the application, petition/ reference was presented, (b) the name and address of the applicant petitioner and his authorized representative, if any; (c) the nature and substance of application, petition/ reference; (d) the date fixed for hearing; (e) a statement to the effect that any person whose interest is likely to be affected by the proposed petition or who intends either to oppose or support the petition/ reference at the hearing shall send a notice of his intention to the petitioner or his authorized representative so as to reach him not later than two days previous to the day fixed for hearing. (3) Where the advertisement is being given by the company, then the same shall also be placed on the website of the company, if any. (4) An affidavit shall be filed to the Tribunal in, not less than ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... form part of the record. 14. Service of Notices and Processes Issued by the Tribunal: (1) Any notice or process to be issued by the Tribunal may be served in electronic form at the valid e-mail address as provided in the petition or application or in the reply. (2). Such notice or process if to be served physically may be served in any one of the following modes as may be directed by the Tribunal: (a) by hand delivery through a process server or respective authorized representative; (b) by registered post or speed post with acknowledgement due or ; (c) service by the party himself. (3) Where a notice issued by the Tribunal is served by the party himself by "hand delivery", he shall file with the Registrar the acknowledgment together with an affidavit of service. (4) Notwithstanding anything contained in sub-rules (1) and (2), the Tribunal may after taking into account the number of respondents and their place of residence or work or service could not effected in any manner and other circumstances, direct that notice of the petition or application shall be served upon the respondents in any other manner, including any manner of substituted service, as it appears to the Tribu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... position of the witness or the record of the evidence adduced, to the Bench. (4) Additional evidence/document shall be made available by the Bench to the parties to the proceedings other than the party adducing the evidence and they may be afforded an opportunity to rebut the contents of the said additional evidence. 17. Filing of Reply and other Documents by the Respondents: (1) Each respondent may file his reply to the petition or the application and copies of the documents with the registry as specified by the Tribunal. A copy of the reply or the application and the copies of other documents shall be forthwith served on the applicant by the respondent. (2) In reply filed under sub-rule (1), the respondent shall specifically admit, deny or explain the facts stated by the applicant in his petition or application and state such additional facts as may be found necessary in his reply. (3) When the respondent admits the facts stated in the petition or application, the Tribunal may make order in this regard". 18. Filing of Rejoinder: The applicant intending to file rejoinder to the written reply filed by the respondent may do so forthwith with a copy to respondent. 19. Power o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r applications: (1) The Tribunal shall notify to the parties the date and place of hearing of the petition or application in such manner as the President or a Member may, by general or special order, direct. (2) Where at any stage prior to the hearing of the petition or application the applicant desires to withdraw his petition or application, he shall make an application to that effect to the Tribunal, and the Tribunal on hearing the applicant and if necessary the others arrayed as opposite parties in the petition or the application or otherwise may permit such withdrawal upon imposing such costs as it may deem fit and proper for the Tribunal in the interest of the justice. 25. Rights of a party to appear before the Bench. (1) Every party may appear before a Bench in person or through an authorized representative. (2) A party may, in writing, authorize an Advocate or a Company Secretary in practice or a Chartered Accountant in practice or Cost Accountant in practice, to function as a representative of such party. A company may appoint and authorise its directors or company secretary or CFO or CEO or manager all under the Act to appear, in its behalf, in any proceedings before ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not be re-opened except by way of review. 28. Ex-parte Hearing and Disposal of petition or Application (1) Where on the date fixed for hearing the petition or application or on any other date to which such hearing may be adjourned, the applicant appears and the respondent does not appear when the petition or the application is called for hearing, the Tribunal may, in its discretion adjourn the hearing or hear and decide the petition or the application ex-parte in exercise of the powers conferred on it in clause (f) of sub-section 2 of section 424 of the Act. (2) Where a petition or an application has been heard ex-parte against a respondent or respondents, such respondent or respondents may apply to the Tribunal for an order to set it aside and if such respondent or respondents satisfy the Tribunal that the notice was duly served, or that he or they were prevented by any sufficient cause from appearing (when the petition or the application was called) for hearing, the Tribunal may make an order setting aside the ex-parte hearing as against him or them upon such terms as it thinks fit in exercise of powers conferred on it under clause (g) of sub-section (2) of section 424 of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ame jurisdiction, powers and authority in respect of contempt of themselves as a High Court has and may exercise, for the purpose, the powers under the provisions of the Contempt of Courts Act, 1971 which shall have the affect subject to the modifications as prescribed in section 425 of the Act. 32. Power to Regulate the Procedure: In exercise of the powers conferred on it under sub-section (1) of section 424 of the Act, the Tribunal may regulate its own procedure for the purpose of discharging its functions under the Act. 33. Summoning of Witnesses and Method of Recording Evidence- (1) If a petition or an application is presented by any party to the proceedings for summoning of witnesses, the Tribunal shall issue summons for the appearance of such witnesses unless it considers that their appearance is not necessary for the just decision of the case. (2) The Tribunal shall make a brief memorandum of the substance of the evidence of every witness as the examination of the witness proceeds and such memorandum shall form part of the record ; Provided that if the Tribunal is prevented from making such memorandum, it shall record the reasons of its inability to do so and shall cau ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Legal Representatives- (1) Where a party to a proceeding pending before a Bench dies or is adjudged insolvent or, in the case of a company, being wound up, the proceeding shall not abate and may be continued by or against the executor, administrator or other legal representative of the parties or by or against the assignee, receiver or liquidator, as the case may be. (2) In the case of death of a party during the pendency of the proceedings before Tribunal, the legal representative (s) of the deceased party may apply within ninety days of the date of such death for being brought on record. (3) Where no petition or application is received from the legal representatives within the period specified in sub-rule (2), the proceedings shall abate: Provided that for good and sufficient reasons shown, the Tribunal may allow substitution of the legal representatives of the deceased at any time before disposing the appeal on merits. 39. Assessors or Valuers- (1) In any enquiry into a claim, the Tribunal may call in the aid of assessors, not exceeding two in number, who possess any technical or special knowledge with respect to any matter before the Tribunal for the purpose of assist ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bers constituting the Bench which heard the case and pronounced the order. (4) Orders shall be pronounced in the sitting of the Tribunal by the President or in case of the temporary absence of the President, the Member so authorized. (5) The orders of the Tribunal, as are deemed fit for publication in any authoritative report or the press may be released for such publication on such terms and conditions as the President may lay down. (6) A certified copy of every order passed by the Tribunal shall be communicated to the parties. (7) The Tribunal may make such orders or give such directions as may be necessary or expedient to give effect to its orders or to prevent abuse of its process or to secure the ends of justice. (8) Any order made by the Tribunal may be enforced by it in the same manner as if it were a decree made by a court in a suit pending therein, and it shall be lawful for the Tribunal to send for execution of its orders to the court within the local limits of whose jurisdiction as per sub-section (3) of section 424 of the Act:- (a) In the case of an order against a company, the registered office of the company is situate; or (b) In the case of an order against an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n support of the order, a review of which is applied for. 48. Compliance of orders of the Bench. Every Bench shall have power to direct the parties concerned to file an affidavit of compliance of its order or such other documents in the manner specified in its order. 49. Effect of non-compliance. Failure to comply with any requirement of these rules shall not invalidate any proceeding, merely by reason of such failure, unless the Bench is of the view that such failure has resulted in miscarriage of justice. 50. Procedure for imposition of penalty under the Act. (1) Notwithstanding anything to the contrary contained in any rules or regulations framed under the Act, no order or direction imposing a penalty under the Act shall be made unless the person or the company or a party to the proceeding, during proceedings of the Bench, has been given a show cause notice and reasonable opportunity to represent his or her or its case before the Bench or any officer authorized in this behalf. (2) In case the Bench decides to issue show cause notice to any person or company or a party to the proceedings, as the case may be, under sub-rule (1), the Registrar/Registry shall issue a show cau ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ibunal nd inherent powers of Tribunal- The Tribunal may pass such orders or give such directions as may be necessary or expedient to give effect to its orders or to prevent abuse of its process or to secure the ends of Justice. Nothing in these rules shall be deemed to limit or otherwise affect the inherent powers of the Tribunal to give such directions or pass such oders as may be necessary for the ends of justice or to prevent abuse of the process of the Tribunal. 55. Registration of Authorized Representative's clerks- (1) No clerk employed by an authorised representative shall act as such before the Tribunal or be permitted to have access to the records and obtain copies of the orders of a Bench of the Tribunal in which the Authorised Representative ordinarily appears, unless his name is entered in the Register of Clerks maintained by the said Bench. Such clerk shall be known as a "Registered Clerk". (2) An authorised representative desirous of registering his clerk shall make a petition or an application to the Registrar in Form 10. On such application being allowed by the Registrar, his name shall be entered in the Register of clerks. (3) An identity card shall be issued ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gs of the Tribunal for each working day with respect to all petitions or applications listed in the daily cause list either manually or electronically as provided hereto. 66. Preparation and publication of daily cause list: The Tribunal Officer shall on each working day prepare for the next working day, the cause list in the prescribed format as prepared by the Registry and such format should uniformly be followed by the respective registries of the Benches and such cause list shall also be displayed at conspicuous place in the premises of the Tribunal either by affixing a copy of the same on the Notice Board of the Tribunal and by making publication in the website of the Tribunal forthwith. 67. Retention, Preservation and Destruction of Records: (1) The Record Keeper or any other officer so designated shall be responsible for the records consigned to the Record Room. He shall scrutinize the records received by him within three days and prepare an index. (2) On the expiry of the period for preservation of the records specified under rule 61, the Registrar shall weed out the record. 68. Dress for President and Members and for the Authorised Representatives and for the parties ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the parties, if any (f) the provision of law under which the petition or application is made; (g) the nature of the relief (s) 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) remarks, if any. (3) Separate registers shall be opened for each year and each register of petitions shall be preserved permanently and each register of application shall be preserved for a period of eight years. 72. Fees. (1) In respect of the several matters mentioned in Annexure D, there shall be paid fees as prescribed in Annexure B of these rules: Provided that no fee shall be payable or shall be liable to be collected on a petition or application filed or reference etc made by the Registrar of Companies, Regional Director or by any officer on behalf of the Central Government: (2) In respect of every interlocutory application there shall be paid fees as prescribed in Annexure B of these rules: Provided that no fee shall be payable or shall be liable to be collected on an application filed by the Registrar of Companies, Regional D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... til such extended period as may be specified by way of notification in the Official Gazette. (2) Save as otherwise provided in these rules, in case such exemption has been granted, the documents required to be filed electronically shall manually be filed and wherever appearing, the relevant rules stipulating electronic or e-filing in these rules may be understood for manual filing only. 77. Registry: This part of these rules applies only to the filing of documents with the Registry. This part of these rules do not apply to the filing of documents directly with a Member or Members of the Tribunal if the respective persons or entity has been directed to file any document before the Bench directly. 78. Documents Containing Signatures (a) A document that is required to be verified, notarized, acknowledged, sworn to, or made under oath shall be electronically filed only as a scanned image. (b) Where a filer has electronically filed a scanned image under this rule, the Tribunal may require the filer to properly file the document in a physical form with the Registry. The Registry may allow such documents for the inspection. 79. "DEDICATED PORTAL ONLINE" (a) "Dedicated Portal Onlin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The digital signature on any document filed is deemed to be the signature of the Attorney or the Authorised Representative, whose name appears first in the signature block of the document for the said purpose. (c) A digital signature on an electronically-filed document is deemed to constitute a signature by the filer for the purpose of authorizing the payment of document filing fees. 81. Time Document Filing (a) A filer may electronically transmit a document to "Dedicated Portal Online" 24 hours in a day and every day of the year, except during brief periods of Central Government approved scheduled maintenance which will occur on any fixed day as informed at the respective website. (b) Upon sending an electronically filed document with the Registry by a filer, the filer is deemed to have delivered the document to the Registry and, subject to sub rule (e), the document is deemed to be filed. (c) As soon as possible but not later than three working days after receiving a document from "Dedicated Portal Online", the Registry shall examine the document for acceptance or if not, to decide otherwise. (d) If the document is accepted for filing, the Registry shall note the date and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ents upon another party in the case by electronically transmitting the document to that party at the party's provided email address. Service in such a manner is known as 'Electronic service," and is permissible in the circumstances unless the Tribunal has ordered the parties to serve the documents otherwise. (b) By virtue of electronically filing a document or serving a document or by agreeing to accept service, a filer additionally agrees to provide information regarding any change in his or her e-mail address to Dedicated Portal Online, the Registry, and all parties in the case. (c) A party who electronically files a document may not be necessarily required to electronically serve documents upon other parties unless the Tribunal has ordered the parties to electronically serve documents. (d) A filer may electronically serve a document in instances where the document is physically filed as well as in instances where the document is electronically filed. 88. Completion of Service and Date of Service (a) Electronic service shall be complete upon transmission of the document by the filer to the party at the party's e-mail address. (b) Except as provided by sub-rule (c) below, th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nal orders is at the option of the Registry. 92. Viewing of Electronically-filed Documents (a) The Registry shall ensure that all the records of the Tribunal, except those made confidential or privileged by law or statute, may be viewed in same format by all persons free of cost or for such fee as may be specified by the Tribunal. (b) Independent of the Dedicated Portal Online system and the requirement of viewing access described in sub-rule (a), the Registry may choose to provide for both filers and the general public to electronically view documents or Tribunal orders that have been electronically filed or scanned. Where such provision has been made, persons may electronically view documents or Tribunal orders that have been electronically filed or scanned subject to such fee as may be prescribed by the Central Government and such collection of fee. (c) Nothing in this rule allows for the viewing of documents or Tribunal orders, in any form, that are legally confidential or otherwise restricted by relevant Act or order. PART IV President and Members' salaries & Allowances and other Terms and Conditions of Service 93. Salary, Allowances, and other Terms and Conditions of S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s to the proceedings involving a point on which the opinion of the Amicus Curiae has been sought, to bear such expenses or fee as may be ordered by the Tribunal. The judgement and any appended opinions shall be transmitted to the parties and to Amicus Curiae. 97. Recusal 1. For the purpose of maintaining the high standards and integrity of the Tribunal, the President or a Member of the Tribunal shall recuse himself a. In cases involving persons with whom the President or the Member has a personal, familial or professional relationship; b. In cases concerning which the President or the Member has previously been called upon in another capacity, including as advisor, representative, expert or witness ; or c. If there exist other circumstances such as to make the President or the Member's participation seem inappropriate. 2. Any member recusing himself shall immediately inform the President of the Tribunal or in the case of the President, the next senior member thereto. PART-VI Functions of the Registry, Secretary and General Procedures 98. Appointment of Staff to the Registry: In exercise of the powers provided in section 418 of the Act, the Central Government in consultati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of category matters as the President so instructs the Registrar; g. Expeditiously perform the functions entrusted to him by the rules of procedure and carry out tasks as assigned by the President; and h. Have the custody of the records of the Tribunal and shall perform such other functions as are assigned to him under these rules or from time to time by the President or the Member: Provided that no record or document filed in any case or matter shall be allowed to be taken out of the custody of the Tribunal without the leave of the Tribunal. (2) Without prejudice to the foregoing sub-rule (1), the Registrar shall have the following powers and duties, subject to the general or special order of the President or Member, namely: (i) subject to the direction of the respective Benches, to fix the date of hearings and to issue notices therefore; (ii) to direct any formal amendment of records; (iii) to order to grant or transmit the documents to the parties of the proceedings; (iv) to grant leave to inspect or view the records of the Tribunal; (v) to dispose of all matters relating to the service of notices or other processes, applications for the issue of fresh notices and for e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rt II and elsewhere in these rules, if any person is aggrieved with the decision of the Registrar or such other officer officiating as the Registrar of the Benches, an appeal against the order of the Registrar shall be made within 15 days of the making of such order to the President of the Principal Bench and at other places to the designated member of the Bench whose decision thereon shall be final. Duties, Functions and Powers of the Secretary: 101. The post of the Secretary shall be at the Principal Bench, New Delhi. He shall discharge his duties, function and exercise his powers under the general superintendence and control of the President of the Tribunal. His main function is to co-ordinate with the Principal Bench and the Benches and act as a liaison officer between the Tribunal and the concerned Ministry having administrative jurisdiction over the Tribunal. He shall in addition to the work assigned to him by the President from time to time, have the following functions, duties and powers: i. In charge of the long term projects and initiatives of the Tribunal; ii. Supervise the Human Resources; iii. Budgetary allocations and Financial Management; iv. Tribunal operation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vidence or such other information or document or paper or adduce or record further depositions or evidence as may deem fit and proper in the interest of justice. (ii) It shall be lawful for the President or such member (s) to whom the powers are so delegated, to provide that matters falling under all other sections of the Act, shall be dealt with by such benches consisting one or more members as may be constituted in exercising of such power as enshrined in the Act, Provided that matters pending before the Principal Bench and Additional Principal Bench of the Company Law Board as on the date of constitution of Tribunal as stated supra shall continue and be disposed of by a bench consisting of not less than two members of the Tribunal having territorial jurisdiction (iii) It shall be lawful for the Tribunal to dispose of any case transferred to it wherever the Tribunal decides that further continuance of such application or petition transferred before the Tribunal shall be a redundant exercise or an unnecessary proceeding on account of changes which have taken place in the Act either upon an application filed by either of the parties to the proceedings or suo motu. (iv) A fresh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... immediately before the commencement of this Act shall stand abated: Provided that a company in respect of which such appeal or reference or inquiry stands abated under this clause may make a reference to the Tribunal under this Act within one hundred and eighty days from the commencement of this Act in accordance with the provisions of this Act: Provided further that no fees shall be payable for making such reference under this Act by a company whose appeal or reference or inquiry stands abated under this clause. 105. Petition or Application under sub-section (2) of section 45QA of the Reserve Bank of India Act, 1934 (2 of 1934): (i) Provisions of these rules shall apply, mutatis mutandis, to the application or petition made under sub-section (2) of section 45QA of the Reserve Bank of India Act, 1934 (2 of 1934) or under such other analogous provision of the other Act(s). Similarly, these rules shall extend to the petitions or applications filed under various provisions of the existing Acts before the Company Law Board. Explanation:- For the purpose of the said provisions, wherever the words "Company Law Board" or "Board", are mentioned, the same shall be treated as if such p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oned in Annexure D. (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 memorandum 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) State 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) state listed or unlisted public company. (g) state 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) state 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: (a) the names and address ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... avene or to avoid complying with the provisions of the Act, disallow the conversion. 109. Application to Cancel Variation of Rights under sub-section (2) of Section 48. (1) Where an application to cancel a variation of the rights attaching to any class of shares 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, authorizing the applicant or applicants to present the application on their behalf, shall be annexed to the application, and the names and addresses of all the said shareholders, the number of shares held by each of them, aggregate number of such shares held and percentage of the issue shares of that class shall be set out in the schedule to the application. (2) The application in Form No. 1 shall be accompanied by documents mentioned in Annexure D 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 authorizing the varia ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shares and percentage of holders who have consented for. (h) The date or dates on which the consent was given or the resolution was passed. (2) On any such petition, the Tribunal, after hearing the petitioner and any other person as appears to it to be interested in the petition, may, if it is satisfied, having regard to all the circumstances of the case may approve for issue of further redeemable preference shares equal to the amount due, including the dividend thereon, in respect of unredeemable preference shares. Provided that the Tribunal shall, while giving approval, order the redemption forthwith of preference shares held by such persons who have not consented to the issue of further redeemable preference shares; Provided further that the Tribunal may, at its discretion, make such orders as to cost as it thinks fit. (3) The decision of the Tribunal on any such petition shall be final. 111. Form of application or petition for reduction of share capital under section 66 and Notice of Admission for directions: (1) An application to confirm a reduction of the share capital of a company shall be in Form No. 13, and shall be accompanied by a notice of admission for directio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... paid-up share capital and, in any other case, if the Tribunal thinks fit to direct that the procedure prescribed in section 66 of the Act shall apply, the Tribunal may, upon the hearing of the notice of admission or upon any adjourned hearing thereof, or upon the hearing of any subsequent application, give such directions as it may think fit as to the proceedings to be taken, and more particularly with respect to the following matters, that is to say: (a) the proceedings to be taken for settling the list of creditors entitled to object, including the dispensing with the observance of the provisions of said section 66 as regards any class or classes of creditors ; (b) fixing the date with reference to which the list of such creditors is to be made out, (c) the publications of notices ; and (d) generally fixing the time for and giving directions as to all other necessary or proper steps in the matter. The order made upon the notice of admission under this rule shall be in Form No. 15 with such variations as the circumstances may require 114. List of Creditors: The company shall, within the time allowed by the Tribunal, file a list in Form No. 16 made out by an officer of the c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... application and of the said list, stating the amount of the proposed reduction of capital and the amount or estimated value of the debt or the contingent debt or claim or both for which such creditor's name is entered in the said list, and the time, as fixed by the Tribunal, within which if he claims to be entitled to be entered on such list as a creditor for a larger amount, he must send in his name and address, and the particulars of his debt or claim, and the name and address of his authorised representative if any, to the authorised representative of the company. (ii) Such notice shall be in Form No. 18 and shall, unless the Tribunal in the manner as prescribed under Part II of these rules or otherwise directs in the manner to each creditor at his last known address or place of abode: Provided that where his address is not known to the company, the Tribunal may direct notice to be given to such creditor in such manner as the Tribunal may think fit. 118. Advertisement of the petition or application and list of creditors: (i) Notice of the presentation of the application and of the list of creditors under rule 114 read with rule 115, shall, within seven days after the filing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not entitled to be entered in the list of creditors in respect of any debts or claim, whether admitted or not, or if any debt or claim, the particulars of which are so sent in, shall not be admitted by the company at its full amount, then, and in every such case, unless the company is willing to set apart and appropriate in such manner as the Tribunal shall direct, the full amount of such debt or claim, the company shall, if the Tribunal thinks fit so to direct, sent to the creditor a notice in Form No.22 that he is required to come in and establish his title to be entered on the list, or as the case may be, to come in and prove such debts or claim or such part thereof as is not admitted by the company on the day fixed by the Tribunal. (ii) Such notice shall be served not less than four clear days before the date fixed by the Tribunal. (iii) A proof of debt by a creditor shall be in Form No. 23. Where the creditor is for good reason personally unable to make the affidavit, his authorised agent may make the same. 122. Costs of Proof: The costs of proof of a debt or claim or any enquiry under the preceding rules shall be at the discretion of the Tribunal. 123. Certificate by th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g to the proposed reduction of share capital may, if he thinks fit, upon giving two clear days' notice to the authorised representative for the company of his intention to do so, appear at the hearing of the application and oppose it. The costs of his appearance shall be in the discretion of the Tribunal. 126. Directions at Hearing: (1) At the hearing of the application the Tribunal may, if he thinks fit, give such directions as may seem proper with reference to securing in the manner mentioned in section 66, the debts or claims of any creditors who do not consent to the proposed reduction, and the further hearing of the application may be adjourned to enable the company to comply with such directions. (2) Upon the hearing of the petition or application, if the Tribunal is satisfied that the proposed reduction does not involve either diminution or liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, it shall (a) fix a date for hearing of the application; and (b) give such directions as to the advertisement of the application, as it may think fit. (3) Upon the hearing of the petition or application or upon any adjourned heari ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... creditors in respect of any debts or claim, whether admitted or not, or (ii) any debt or claim, the particulars of which are so sent in, shall not be admitted by it, either in full or in part, then, and in every such case, unless the company is willing to set apart and appropriate in such manner as the Tribunal directs, the Tribunal may direct such person to come in and establish his title to be entered on the list, or as the case may be, to come in and prove such debts or claims or such part thereof as is not admitted by the company on the day fixed by the Tribunal. (e) The Tribunal may give such directions as he may think fit as to the proceedings to be taken, and more particularly with respect to the following matters, that is to say: (i) the proceedings to be taken for settling the list of creditors entitled to object; (ii) the publications of notices; and (iii) generally fixing the time for and giving directions as to all other necessary or proper steps in the matter. 127. Order on the application: Where the Tribunal makes an order confirming a reduction, such order shall include directions - (a) as to the manner in which, the times at which and the newspaper or newspa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bers under section 59 shall be made to the Tribunal by way of a petition in Form No. 1 and shall be accompanied by such documents as are mentioned in Annexure D: Provided that a copy of such petition shall be served on the concerned company at its registered office immediately after filing of the petition with the Tribunal. (2) The petitioner shall at least 14 days before the date of hearing advertise the petition in accordance with rule 11. (3) 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 of Companies and Regional Director on or before the date of hearing: (4) The Tribunal may, while dealing with a petition under section 58 or 59, at its discretion, make- (a) order or any interim order, including any orders as to injunction or stay, as it may deem fit and just; (b) such orders as to costs as it thinks fit; and (c) incidental or consequential orders regarding payment of dividend or the allotment of bonus or rights shares. (5) On any petition under section 59, the Tribunal may- (a) decide any question relating to the title of any person w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... thereof or any interest thereon, an application under sub-section (10) of section 71 or under sub-section (4) of section 73 of the Act or section 45QA of the Reserve Bank of India Act, 1934 (2 of 1934), shall be filed to the Tribunal, in Form No. 11 in duplicate and shall be accompanied by such documents as are mentioned in Annexure D, by- (a) in case of debentures, all or any of the debenture holders(s) concerned, or debenture trustee; or (b) in case of deposits, all or any of the depositor(s) concerned, or where the deposits are secured, by the deposit trustee. (2) There shall be attached to the application, a list of depositors or debenture holders, as the case may be, setting forth the following details in respect of every such depositor or debenture holder: (a) Full name, age, father's/ mother's/ spouse's name, occupation and full residential address (b) Fixed deposit receipt number or debenture certificate number, as the case may be. (c) Date of maturity; (d) Amount due to such person by the company; (e) Amount already paid by the company, if any; (f) Total amount due as on the date on the application: Provided that where the company is the applicant, it shall file ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ll annual general meeting. (1) An application under section 97 for calling or obtaining a direction to call the annual general meeting of the company shall be made by any member of the company. Such application shall be made in Form No. 1 and shall be accompanied by the documents specified in Annexure D. (2) A copy of the application shall be served on the Registrar of Companies on or before the date of hearing. 135. Application for obtaining an order for calling of general meeting (other than Annual General Meeting) under section 98 (1)An application under section 98 for obtaining an order for calling of a general meeting (other than Annual General Meeting) shall be made by any director or member of the company who would be entitled to vote at the meeting. Such application shall be made in Form No. 1 and shall be accompanied by the documents specified in Annexure D. (2) A copy of the application shall be served on the Registrar of Companies on or before the date of hearing. 136. Petition or application under section 130. (1) A petition or application under sub-section (1) of section 130 for obtaining an order of re-opening of books of account and recasting of financial stat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n under section 252. (1) A petition or application under sub-section (1) of section 252, filed to the Tribunal in Form No. 9 to restore the name of a company in the register of companies shall be served on the Registrar and on such other persons as the Tribunal may direct, not less than 14 days before the date fixed for hearing of the petition. (2) The petitioner or applicant shall at least 14 days before the date of hearing advertise the petition in accordance with rule 11. (3) Upon hearing the petition or any adjourned hearing thereof, the Tribunal may pass such an order, subject to such terms and conditions, as it thinks fit. (4) Where the Tribunal makes an order restoring the name of such company to the register of companies, the order shall direct that (a) the petitioner to deliver to the Registrar of Companies a certified copy thereof within 30 days from the date of the order; (b) on such delivery, the Registrar of Companies do, in his official name, advertise the order in the Official Gazette; and (c) the petitioners do pay to the of Registrar of Companies his costs of, and occasioned by, the petition, unless for any special reasons the Tribunal orders otherwise. (5) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... completion of the pleadings. 144. Power to Dispense with the Requirements of the Rules: Every Bench of the Tribunal shall have power for reasons to be recorded in writing, to dispense with the requirements of any of these rules, subject to such terms and conditions as may be specified. 145. Punishment (a) Saved as other provided in the Act, if any person intentionally gives false evidence upon an examination on oath of Solomon affirmation he shall be punishable with imprisonment for a term which shall not be less than three years but which may extent to seven years and with fine which may extent to ten lakhs of rupees in accordance with section 449 of the Act. (b) If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person, notwithstanding an ..... X X X X Extracts X X X X X X X X Extracts X X X X
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