The National Company Law Tribunal Rules, 2016

Rule 68A Application to cancel variation of rights under sub-section (2) of section 48

Chapter: III · Service, Appearance and Cause List

1(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.

1(2) The application in Form No. NCLT 1 shall be accompanied by documents required for the purposes of the case and shall set out-

1(a) the particulars of registration;

1(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;

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

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

1(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;

1(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;

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

1(h) the reasons for opposing the variation.

1(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.

1(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.

1(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:

1Provided that the Tribunal may, at its discretion, make such orders as to cost as it thinks fit.

1Annexure B

1LIST OF DOCUMENTS TO BE ATTACHED WITH A PETITION OR APPLICATION

1S.No.Section of the ActNature of PetitionEnclosures to the Petition

11.Sec. 2 (41)Application for change in financial year1.Copy of the memorandum and articles of association.

12. Copy of balance sheet of companies.

13. Affidavit verifying the petition.

14. Bank draft evidencing payment of application fee.

15. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.

12.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.

12. Document in proof of false or incorrect information or fraudulent action.

13. Affidavit verifying the petition.

14. Bank draft evidencing payment of application fee.

15. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.

13.Sec. 14 (1)Conversion of public company into a private company.1.Copy of the memorandum and articles of association.

12. Copy of the documents showing that the company ceased to become a public

1company.

13. Affidavit verifying the petition.

14. Bank draft evidencing payment of application fee.

15. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.

14.Sec. 55 (3)Application for issue further redeemable preference shares.1. Copy of the memorandum and articles of association.

12. Documents showing the terms of issue of the existing preference shares.

13. Copy of the Board Resolution and resolution of general meeting for issue of further redeemable preference shares.

14. Copy of the latest audited balance sheet with the profit and loss account of the company with auditor’s report and director’s report.

15. Affidavit verifying the petition.

16. Bank draft evidencing payment of application fee.

17. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.

15.Sec. 58 (3) or 59Appeal against refusal of registration of shares; or

1Appeal for rectification of register of member.Where the company is the petitioner.

11. Copy of the memorandum and articles of association

12. Latest audited balance-sheet and profit and loss account, auditor’s report and director’s report.

13. Authenticated copy of the extract of the Register of Members.

14. Copy of the resolution of the Board or Committee of Directors (where applicable)

15. Any other relevant documents.

16. Affidavit verifying the petition.

17. Bank draft evidencing payment of application fee.

18. Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.

19. Two extra copies of the petition. Where the petition is made by any other person.

11. 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.

12. Copies of the documents returned by the company.

13. Any other relevant document.

14. Affidavit verifying the petition.

15. Bank draft evidencing payment of application fee.

16. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.

17. Two extra copies of the petition.

16.Sec. 61 (1)Application to Tribunal for consolidation and division of share capital.1. Copies of memorandum and articles of association;

12. Copies of audited balance sheets for past 3 years;

13. Resolution for allowing such consolidation or division and providing justification for the same;

14. Documents in proof of new capital structure and class of shares being consolidated or divided;

15. Affidavit verifying the petition.

16. Bank draft evidencing payment of application fee.

17. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.

18. Two extra copies of the application

19. Any other relevant documents.

17.Sec. 73 (4)Application by deposition (substituted vide NCLT Amendment Rules,2016) depositor for

1repayment of deposit or

1interest.1. Copy of the deposit receipt

12. Copy of the correspondence exchanged with the company.

13. Bank draft evidencing payment of application fee.

14. Any other relevant document.

18.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.

12. 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.

13. Reasons for nonpayment or late payment.

14. Annual Reports for the last three years.

15. Projection and cash flow statement for the next three financial years duly certified by Statutory Auditors of the company.

16. Any other relevant document

19.Sec. 97 (1)Application for calling of

1Annual General meeting.1. Affidavit verifying the petition.

12. Bank draft evidencing payment of application fee.

13. Any other relevant document.

110.Sec. 98 (1)Application for calling of

1general meeting of company other than annual general meeting1. Documentary evidence in proof of status of the applicant.

12. Affidavit verifying the petition.

13. Bank draft evidencing payment of application fee.

14. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.

15. Any other relevant document

111.Sec. 119 (4)Petition to pass an order

1directing immediate inspection of minutes books or directing a

1copy 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.

12. Affidavit verifying the petition.

13. Bank draftevidencing payment of application fee.

14. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.

15. Any other relevant document.

112.Sec. 131 (1)Application by company for

1voluntary revision of financial

1statement on Board's report.1. Audited Financial statements of relevant period;

12. Copies of memorandum and articles of association.

13. The details of the Managing Director,

1Chief Financial Officer, directors, Company Secretary and officer of the company responsible for making and maintaining such

1books of accounts and financial statement.

13. 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.

14. Copy of the Board resolution passed by

1the Board of Directors.

15. Affidavit verifying the petition.

16. Bank draft evidencing payment of application fee.

17. Memorandum of appearance with copy of the Board’s Resolution or the executed Vakalatnama, as the case may be.

18. Any other relevant document.

112. A

1(Inserted vide NCLT Amendment Rules,2020 dated 03.02.2020)Sec 230 (12)Application in cases of

1takeover offer of companies which are not listed.1. Affidavit verifying the petition

12. Memorandum of appearance with copy of the Board's Resolution or the executed vakalatnama, as the case may be.

13. Documents in support of the grievance against the takeover.

14. Any other relevant

1document.

113. (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

1appeal or petition, as are reasonably open to the petitioner(s);

12. Documentary evidence in proof of the eligibility and status of the petitioner(s) with the voting power held by each of them, wherever applicable;

13. Where the petition is presented on behalf of members, the letter of consent given by them, if applicable;

14. 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;

15. 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;

16. Affidavit verifying the petition;

17. Evidence regarding payment of fee;

18. Memorandum of appearance with copy of the Board Resolution or the vakalatnama, as the case may be;

19. Three copies of the petition; and

110. Any other documents in support of the case.

1. Rule 68A ins. by G.S.R. 1159(E), dated 20th December, 2016 (NCLT (Amendment) Rules, 2016), w.e.f. 20th December, 2016.

[68A. Application to cancel variation of rights under sub-section (2) of section 48.- (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 Form No. NCLT 1 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

LIST OF DOCUMENTS TO BE ATTACHED WITH A PETITION OR APPLICATION

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 meeting1. 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.]

1. Rule 68A ins. by G.S.R. 1159(E), dated 20th December, 2016 (NCLT (Amendment) Rules, 2016), w.e.f. 20th December, 2016.