Draft Rules under Companies Act 2013 :: XXVII :: National Company Law Tribunal and Appellate Tribunal

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DRAFT RULES UNDER COMPANIES ACT, 2013

CHAPTER XXVII
NATIONAL COMPANY LAW TRIBUNAL RULES, 2013

In exercise of the powers conferred by section 469 read with section 408 of Companies Act, 2013 the Central Government hereby makes the following rules namely:-

Part I

Preliminary

Short title and Commencement

1. (1)  These rules shall be called the National Company Law Tribunal Rules, 2013.

(2)  They shall come into force on the date of their publication in the Official Gazette.

(3)  The General Clauses Act, 1897 (10 of 1897) applies to the interpretation of these rules as it applies to the interpretations of a Central Act.

(4)  The requirements with regard to any approval or proceeding etc of or before the Tribunal provided under any other rule made under the Act shall be in addition to the requirements provided under these rules.

(5)  These rules shall also be applicable for the proceedings before the Tribunal in case of limited liability partnerships under LLP Act, 2008 or rules made thereunder and in case of any inconsistency between rules made under the LLP Act, 2008 and these 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 company, on failing to pay the debt to its secured creditors to the extent of 50% or more of its outstanding debts within 30 days of the receipt of notice of demand or to secure or compound it to the reasonable satisfaction of the secured creditor.

(c)  the Central Government or the Reserve Bank of India or a State Government or a public financial institution or a State Level Institution or a scheduled bank being an authority which has made a reference in respect of sick company to the Tribunal under sub-section (5) of section 253.

(5)  Application means any application filed under the provisions of the Act, and also includes any written representation seeking interim orders before the Tribunal.

(6)  “Annexure” means an Annexure to these rules;

(7)  Authorised Representative” means a person authorised in writing by a party to present his case before the Tribunal as the representative of such party as provided under section 432 of the Act;

(8)  Bench means a Bench of the Tribunal constituted under section 419 of the Act.

(9)  Body Corporate means the body corporate as defined in sub-section (11) of section 2 of the Act, and includes:

(i)  a limited liability partnership registered under the Limited Liability Partnership Act, 2008;

(ii)  a limited liability partnership incorporated outside India;

(10)  Central Registry means the registry in which all the applications or petitions and documents are received electronically by the Registrar for allocation to the concerned Bench of the Tribunal for disposal;

(11)  Certified means in relation to a copy as hereunder:

(a)  Certified as provided in section 76 of the Indian Evidence Act, 1872; or

(b)  Certified as provided in section 6 of Information Technology Act, 2000 ; or

(c)  A copy of document as may be a downloaded version from e-registry under MCA 21 or any other similar authorized portals or Dedicated Portal Online as may be given name thereto by the Central Government in instance or a photo copy of original pertaining to any company registered with the Office of the Registrar of Companies of the concerned state; and

(d)  A certified copy issued by the Registrar of Companies under the Act;

(12)  Certified by Tribunal means in relation to a copy, certified to be a true copy issued by the Registry of the Tribunal or of a bench of the Tribunal under its hand and seal and as provided in Section 76 of the Indian 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 summons , notice, requisition, a pleading, plea, motion, application, request, exhibit, brief, memorandum of law, paper, or any other instrument in paper form or electronic form and other legal process, and registers, whether issued, sent or kept in pursuance of the Act and Rules made there under or any other Act or otherwise; but, does not include orders of the Tribunal;

(20)  EDGAR (Electronic Data Gathering, Analysis and Retrieval) Filer Manualmeans the current version of the manual prepared by the Tribunal setting out the technical format requirements for an electronic filing of Application or other documents with the Tribunal;

(21)  “Electronic Format” means the computerized format of a document prepared in accordance with Electronic Data Gathering, Analysis, and Retrieval (EDGAR);

(22)  “Electronic Filer” means an Applicant who files Application or other documents with the Tribunal electronically;

(23)  Electronic Filing is a process by which a filer files a document with the Registry of the Tribunal by means of an online computer transmission of the document in electronic form other than by means of fax or e-mail.

(24)  Electronic order means a computerized, non-paper Tribunal order that a Member or Members of the Tribunal signs by applying his or her digitized signature to the order.

(25)  Electronic service is a method of serving a document upon a party by electronically transmitting the document to that party™s e-mail address.

(26)  Electronic Registry means an electronic repository or storage system which receives, stores, protects, preserves and retrieves an application or a Petition or any reply and rejoinder to the application, petition and other addendum to the pleadings in electronic form by the Tribunal;

(27)  Fee means the amount payable in pursuance of the provisions of the Act, and these rules for any petition or application or interlocutory application or a document or for certified copy of document or order of the Tribunal or such other paper as may be specified in Annexure -B to these rules and includes any modifications as may be made thereto or any fee as prescribed for electronic filing of documents to the Tribunal by these rules;

(28)  Filer means a person including an authorized representative of that person or any party to the proceedings who files any document with the Tribunal in relation to case filed under the Act, 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- Bin 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 statements including electronic form as prescribed by these rules and as may be permitted by the Tribunal;

(36)  “Pre-fill” means the automated process of data input by the computer system from the database maintained in electronic registry of either the Tribunal or Ministry of Corporate Affairs;

(37)  Prescribed means prescribed by these rules; and ˜prescribed charges™ and ˜prescribed fees™ mean charges or fees prescribed by these rules and where they are not so prescribed, prescribed by the rules of the Tribunal;

(38)  Prescribed period means that the respective or relevant period to be reckoned as defined in the Limitation Act, 1963.

(39)  Reference” means a reference within the meaning of Rule 108 of these Rules;

(40)  Registrar of Companies includes Additional Registrar, Joint Registrar, Deputy Registrar or an Assistant Registrar.

(41)  Registrar in relation to the Tribunal, means the Registrar appointed to the Principal Bench and in relation to each of the Benches of the Tribunal shall mean an officer of the Central Government so appointed or designated as Registrar or in his absence such other officer of the Tribunal or Bench to whom the powers and functions of the Registrar be delegated.

(42)  Registry means the Registry of the Tribunal or any of its Benches, as the case may be which keeps records of the applications and documents relating thereto;

(43)  Reserve Bank means the Reserve Bank of India and includes its branches and agencies as defined in the Reserve Bank of India Act, 1934;

(44)  The rules mean these rules and include the Rules of the Tribunal regulating the Electronic Filing of Documents and forms prescribed thereto.

(45)  Sealed means sealed with the seal of the Tribunal.

(46)  Secretary” means Secretary to the Tribunal and in the absence of Secretary, such other officer of the Tribunal to whom the powers and functions of the Secretary be delegated.

(47)  Service of Notice or Document includes the electronic service in addition to other modes of services.

(48)  Secured Creditor means and includes bank or financial institution or any consortium or group of banks or financial institutions which have lent any money to the company and subject to the compliance with the relevant provisions of the Act includes the following-

(i)  debenture trustee appointed by any bank or financial institution; or

(ii)  securitization company 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 the matters in respect of which the schemes for revival have been sanctioned as per the provisions of Sick Industrial Companies Act, 1985

(51)  Tribunal means the National Company Law Tribunal constituted under section 408 of the Act, and includes its Benches;

(52)  Words expressed in singular may be understood as plural or vice versa if the context so warrants. Likewise, ˜He/his™ may be referred to ˜She/her™ or vice versa. Petition may also be construed as application or appeal or complaint vice versa depending upon the reference which warrants so.

(53)  Words and Expressions used and not defined in these rules but defined in the Act, Competition Act, 2002, the Recovery of Debts Due to Banks And Financial Institutions Act, 1993, the Securitization And Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, the Securities Contracts (Regulation) Act, 1956 the Securities and Exchange Board of India Act, 1992 the Depositories Act, 1996; Information Technology Act, 2000; and General Clauses Act, 1897, shall have the meanings respectively assigned to them in those Acts and rules made thereunder.

(54)  Till the implementation of the E-filing system by the Tribunal the documents including petitions, applications etc may be filed physically;

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