NCLT

SECTIONS AND PROVISIONS OF

THE COMPANIES ACT, 2013

RELATING TO TRIBUNAL

NOTIFIED W.E.F. 1/6/2016

SI. No. Section Purpose
1. - of
Sub section (41) Allow certain
section 2 proviso companies or body
corporate to have a
different financial
year
2. Sub-section (7) of Legal action for false
section 7 [except or incorrect
clause (c) and (d)] information at the
time of Incorporation
3. Second proviso to Conversion of Public
sub-section (1) of to Private Limited
section 14
4. Sub-section (2) of Conversion of Public
5. Section 130 Re-opening of
Accounts by
Authorities

6. Section 131 Voluntary revision of

financial statements
or Board Report

7. Second proviso to Removal or change of

sub-section (4) and Auditor before due
sub- section (5) of Date and Suo Moto
section 140 action by Tribunal for
removal
 SECTION 2(41)

CHANGE OF FINANCIAL YEAR

 SEC 2(41) C H A N G E OF FINANCIAL YEAR

Financial Year to be from 1st April to 31st March.

However, NCLT may on an application made by
i) a company or body corporate, which is a holding
company, or,
Ii) subsidiary of a company incorporated outside
India, and,
is required to follow a different financial year for
consideration of its accounts outside India, and
allow any period as its financial year, whether or
not that period is a year
 C H A N G E OF FINANCIAL YEAR

Relevant Rule 69 A
Petition under sub-section (41) of Section 2.

The Petition under sub-section (41) of Section 2 be

filed to the Tribunal in

Form No. NCT 1 (Annexure A), and,

shall be accompanied with such documents as are

mentioned in Annexure B.
.

Documents Annexure B
Application for Change in Financial Year

1.Copy of the Memorandum and Articles of

Association.
2. Copy of Balance Sheet of companies ( both
holding & Subsidiary Latest Audited).
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.
 CHANGE OF FINANCIAL YEAR
Memorandum of Appearance & Fee
Rule 15:
The Authorized Representatives shall make an appearance through the
filing of
Memorandum of Appearance, or,
a Power of Attorney
in Form No. NCT. 12
Fee
Rule 2(27) read with Rule 38
Sec. 2 (41) Application for change in financial year,
Rs. 5,000/-.
Payable in Favour of Pay and Accounts Officer, Ministry of Corporate
Affairs, New Delhi/Kolkata/Chennai /Mumbai as the case may be or
by electronic mode.
 SECTION 7(7)

REMOVAL OF NAME
 REMOVAL OF NAME
Section 7(7)

Where a company got incorporated by furnishing, any,

false or incorrect information or
representation or
by suppressing any material fact or information
in any of the documents or declaration filed or made
for incorporating such company or
by any fraudulent action,
the Tribunal may, on an application made to it, on being
satisfied that the situation so warrants,
 REMOVAL OF NAME

Application under sub- section (7) of

section 7.
SUB RULE : 1
Application under sub-section (7) of Section 7 shall be
filed to the Tribunal Rule 69
in Form No. NCT 1 and
shall be accompanied with such documents as are
mentioned
in Annexure B.
 REMOVAL OF NAME
Application to set out the following
particulars
Rule 69 SUB RULE: 2
Name of the company and other details including
date of incorporation, name and address of the
subscribers, promoters and first directors; and
The details of false or incorrect information or
representation or material facts or information
suppressed.
The details of such documents in or declaration filed or
made for incorporating such company,
The involvement of promoters, subscribers and first
directors in committing fraud during the course of
incorporation;
 REMOVAL OF NAME
Documents as are per Annexure B.
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.
 REMOVAL OF NAME
Memorandum of Appearance & Fee
The Authorized Representatives shall make an appearance
through the filing of
Memorandum of Appearance, or,
a Power of Attorney
in Form No. NCT. 12
Fee
Rule 2(27) read with Rule 38
Sec. 7(7) Application for change in financial year,
Rs. 5,000/-.
Payable in Favour of Pay and Accounts Officer, Ministry of
Corporate Affairs, New Delhi/Kolkata/Chennai /Mumbai as
the case may be or by electronic mode.
 Section 14

conversion of a public
company
into a private company
 Conversion: Public company to
private company
Sec 14

Any alteration of AOA of company

having the effect of conversion of a public
company into a private company
shall not take effect
except with the approval of NCLT.
 Public company to private company
Petition under section 14.

Sub Rule 1
Rule 70
Petition for the conversion of a public company into
a private company,
To be filed witin three months from the date of
passing of special resolution,
To the Tribunal in Form No. NCT. 1, and,
shall be accompanied with such documents as are
mentioned in Annexure B.
 Public company to private company
Documents as are per Annexure B.
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.
 Public company to private company
Rule 70 SUB RULE 2
Application to set out the following particulars:

the date of the Board meeting at which the proposal

for alteration of Articles was approved;
the date of the general meeting at which the proposed
alteration was approved;
state at which the registered office of the company
was situated;
number of members in the company, number of
members attended the meeting and number of
members of voted for and against;
 Public company to private company
Rule 70 SUB RULE 2
Contd

reason for conversion into a private company effect of such

conversion on shareholders, creditors, debenture holders
and other related parties.
state listed or unlisted public company.
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
state whether a company registered under section 8 of the
Act.
 Public company to private company
Rule 70 SUB RULE 3
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 of every creditor and
debenture holder;
(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:
 Public company to private company
Rule 70 SUB RULE 3
contd
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.
 Public company to private company
Rule 70 SUB RULE 4
A duly authenticated copy of such 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.
 Public company to private company
Rule 70 SUB RULE 5
At least 14 days before the date of hearing:
Advertise the petition in FORM NO. NCT. 3A
serve, by registered post with acknowledgement due,
individual notice(s) in Form NCT. No. 3B to the effect set
out in sub-rule (a) above
on each debenture-holder and creditor of the company;
and
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, in the case of listed
companies and
to the regulatory body, if the company is regulated under
any Special Act:
Public company to private company
Rule 70 SUB RULE 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 of Companies
on or before the date of hearing:
 Public company to private company
Rule 70 SUB RULE 7
The Tribunal may, if 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
 Public company to private company
Memorandum of Appearance & Fee
The Authorized Representatives shall make an appearance
through the filing of
Memorandum of Appearance, or,
a Power of Attorney
in Form No. NCT. 12
Fee
Rule 2(27) read with Rule 38
Sec. 14(1) Application for Public company to private
company,
Rs. 5,000/-.
Payable in Favour of Pay and Accounts Officer, Ministry of
Corporate Affairs, New Delhi/Kolkata/Chennai /Mumbai as
 SECTION 130(1)

Re-opening of Accounts by
Authorities
 Re-opening of Accounts
Section 130(1):
A company shall not re-open its books of account and not
recast its financial statements,
unless an application in this regard is made by Central Gov.,
Income-tax auth, the S E B I, any other statutory regulatory
body or authority or any person concerned and an order is
made by a court of competent jurisdiction or the Tribunal to
the effect that
(i) the relevant earlier accounts were prepared in a
fraudulent manner; or
(ii) the affairs of the company were mismanaged during
the relevant period, casting a doubt on the reliability of
financial statements:
 Re-opening of Accounts
Section 130(1)
Contd.

Provided that the court or NCLT, as the case may be, shall
give notice to the Central Government, the Income-tax
authorities, the Securities and Exchange Board or any
other statutory regulatory body or authority concerned
and
shall take into consideration the representations, if any,
made by that Government or the authorities, Securities
and Exchange Board or the body or authority concerned
before passing any order under this section.
Re-opening of Accounts
Section 130(1)

RULE
There is no rule
 Re-opening of Accounts
Section 130(1)
FEE
Application for re-opening of books of
account, if made by any person other than
Central Government, Income Tax authorities,
SEBI or any other statutory regulatory body or
authority,
Rs. 5,000/-
 SECTION 131(1)

Voluntary Revision of
Financial Statements or
Board Report
 Revision of Financial Statements
Sec 131(1)
If it appears to the directors of a company that
the financial statement of the company or
the report of the Board,
do not comply with provisions of section 129 or section 134
they may prepare revised financial statement or revised
report
in respect of any of the three preceding financial years
after obtaining approval of NCLT on an application made by t
company in such form and manner as may be prescribed and
a copy of the order passed by the Tribunal shall be filed with
the Registrar
 RULE 97: Application under section
131. Re-opening of Books of Account
SUB RULE: 1
An application under sub-section (1) of section
131 for obtaining an order of re-opening of
books of account and recasting of financial
statement of a company shall be filed with the
Tribunal in Form No. NCT. 1 and
shall be accompanied by such documents as
are mentioned in Annexure B.
 RULE 97: Application under section
131. Re-opening of Books of Account
SUB RULE: 2
The application shall, inter alia, set forth the following
particulars:
financial year or period to which such accounts relates;
the name and contact 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;
where such accounts are audited, the name and contact
details of the auditor or any former auditor who audited
such accounts;
 RULE 97: Application under section
131. Re-opening of Books of Accounts
SUB RULE: 3

The company shall at least 14 days before the date of

hearing advertise the application in accordance with
rule 7(FORM NO. NCT. 3A)

SUB RULE: 4

Upon the hearing the application or any adjourned

hearing thereof, the Tribunal may pass such an order,
subject to such terms and conditions, as it thinks fit:
 RULE 97: Application under section 131.
Re-opening of Boards Report
Application in Form No. NCT. 1 and shall be
accompanied by such documents as are mentioned
in Annexure B as Under:
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
RULE 97: Application under section 131. Re-opening of
Boards Report
Contd..

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 Boards

Resolution or the executed Vakalatnama, as the case may be.

8. Any other relevant document.

 Re-opening of Books of Accounts
Memorandum of Appearance & Fee
The Authorized Representatives shall make an appearance
through the filing of
Memorandum of Appearance, or,
a Power of Attorney
in Form No. NCT. 12
Fee
Rule 2(27) read with Rule 38
Sec. 131 Application for Re-opening of Books of Accounts,
Rs. 5,000/-.
Payable in Favour of Pay and Accounts Officer, Ministry of
Corporate Affairs, New Delhi/Kolkata/Chennai /Mumbai as
the case may be or by electronic mode.
 OLD CIRCULAR/PROVISION
Re-opening/revision of annual accounts:
As per guidance note on auditors report on revised accounts of
companies the
annual accounts could be reopened before there circulation to
shareholders.
(compendium of guidance notes, vol.I, 2nd edition,1987)
However, department viewed in 1987 that impartial
modification of the upper said view, it said that
accounts could be re-opened/revised even after there
adoption in AGM only for
complying technical requirements of taxation law
(Letter dated 19-8-1987 to ICAI)
 SECTION 140(5)

Removal or change of
Auditor before due Date and
Suo Moto action by Tribunal
for removal
 Removal or change of Auditor
Sec 140(5)
The Tribunal either suo moto or on an application made to it by
the Central Government or by any person concerned,
if it is satisfied that the auditor of a company has, whether
directly or indirectly, acted in a fraudulent manner or abetted
or colluded in any fraud by, or in relation to, the company or its
directors or officers,
it may, by order, direct the company to change its auditors.
If the application is made by the Central Government and the
Tribunal is satisfied that any change of the auditor is required,
it shall within fifteen days of receipt of such application, make
an order
that he shall not function as an auditor and
the Central Government may appoint another auditor in his
place.
 Removal or change of Auditor
Sec 140(5)
RULE
No rule applicable
 Removal or change of Auditor
Memorandum of Appearance & Fee
The Authorized Representatives shall make an appearance
through the filing of
Memorandum of Appearance, or,
a Power of Attorney
in Form No. NCT. 12
Fee
Rule 2(27) read with Rule 38
Sec. 14(1) Application for Removal or change of Auditor,
Rs. 2,000/-.
Payable in Favour of Pay and Accounts Officer, Ministry of
Corporate Affairs, New Delhi/Kolkata/Chennai /Mumbai as
the case may be or by electronic mode.
 FORM BY WHICH ORIGINAL
PROCEDINGS COMMENCE
Form NCT 1 to be filed for all of the Sections
Imp points
1) Jurisdiction: Section 430
No civil court shall have jurisdiction to entertain any suit
or proceeding in respect of any matter which the
Tribunal or the Appellate Tribunal is empowered to
determine by or under this Act
or any other law for the time being in force and
no injunction shall be granted by any court or other
authority in respect of any action taken or to be taken
in pursuance of any power conferred by or under this
Act or any other law for the time being in force, by the
Tribunal or the Appellate Tribunal
 Jurisdiction Rule: 4.

Territorial Jurisdiction

of the Tribunal

and its Benches:

 LIMITATION

Sec 433
The provisions of the

Limitation Act, 1963 (36 of 1963) shall, as far as may be,

apply to proceedings or appeals

before the Tribunal or the Appellate Tribunal,

as the case may be.

THANK YOU