Drafting, Pleadings and Appearances · Applications, Petitions and Appeals under Companies Act, 2013

Drafting of Applications under the Companies Act, 2013

Updated 11 October 2026 · Fact-checked

An application under the Companies Act, 2013 is a written request to the Tribunal, Central Government or Regional Director for an order, approval or exemption. You draft it with a title, parties, facts, grounds, prayer, verification, supporting affidavit and annexures, and attach the prescribed fee. Always cite the enabling section.

Understand Drafting of Applications under the Companies Act, 2013

An application is how a company or person asks an authority to act under a specific provision of the Act. The authority may be the National Company Law Tribunal (the Tribunal), the Central Government, or the Regional Director acting for it. Many sections say that something can be done only after approval, sanction, consent or exemption. You get that by applying.

The enabling section is the base of your draft. Section 131, for example, lets directors prepare a revised financial statement or Board's report for any of the three preceding financial years, but only after the Tribunal approves on the company's application. Section 196(4) requires Central Government approval where a managing director's appointment varies from the conditions in Part I of Schedule V. You must name the right section and the right forum.

Section 459 is a general power. Where the Act authorises the Central Government or the Tribunal to approve, sanction, consent, confirm, recognise, direct or exempt, it may do so subject to conditions, limitations or restrictions it thinks fit. If a condition is broken, it may rescind or withdraw what it granted. The same section says that, save as otherwise provided, every such application must be accompanied by the prescribed fees, and different fees may be prescribed for different matters or classes of companies.

A good application is complete and self-contained. The reader should understand who you are, what you want, under which provision, and why you should get it, without reading anything else. Facts are stated in numbered paragraphs. Grounds follow. The prayer states the exact relief. The applicant then verifies the facts and, where the procedure requires, supports them with an affidavit. Documents relied on go in as annexures.

Filing is now largely electronic. Section 398 lets the Central Government make rules requiring applications and documents to be filed in electronic form, authenticated as prescribed, and fees paid electronically. Under Section 402, the Information Technology Act, 2000 applies to such electronic records so far as it is consistent with the Companies Act. Check the current rules for the exact form, fee and mode in each case.

Key rules to remember

Section 459(1): approvals with conditions: Authority may approve, direct or exempt ⇒ subject to conditions it thinks fit; breach ⇒ may rescind or withdraw; Applies where the Central Government or Tribunal is authorised by the Act, and nothing in that provision says otherwise.
Section 459(2): fees: Every application to the Central Government or Tribunal ⇒ accompanied by prescribed fees; 'Save as otherwise provided in this Act'. Different fees may be prescribed for different matters or classes of companies.
Section 131: revised accounts: Directors apply to Tribunal ⇒ revised statement or report for any of 3 preceding financial years; not more than once in a financial year; Tribunal gives notice to the Central Government and Income-tax authorities and considers their representations. The Tribunal's order copy is filed with the Registrar. Reasons are disclosed in the Board's report.
Section 196(4): MD, WTD or manager appointment: Board approval ⇒ general meeting resolution; Central Government approval if at variance with Part I of Schedule V; Return in the prescribed form is filed with the Registrar within 60 days of appointment.
Section 398: electronic filing: Rules may require filing, service, inspection and fee payment in electronic form; Section 402 applies the IT Act, 2000 to such records so far as not inconsistent.
Standard parts of an application: Title ⇒ parties ⇒ facts ⇒ grounds ⇒ prayer ⇒ signature ⇒ verification ⇒ affidavit ⇒ annexures ⇒ fee; Use this as the skeleton for any answer.

How to solve Drafting of Applications under the Companies Act, 2013 questions

Use the same method for any drafting question. It protects you from missing a part and shows the examiner your reasoning.

1Identify the relief wanted and the enabling section. Name the Act and section in the opening line.
2Identify the forum: the Tribunal (with bench), the Central Government, or the Regional Director. Check the statute for who decides.
3Write the title: forum, application or petition number blank, the section, and the applicant's name described as such.
4Set out facts in short numbered paragraphs in time order: company details, background, the event needing approval, and compliance already done.
5State the grounds: why the section applies, why the relief is justified, and why no one is harmed. Link each ground to a fact.
6Write the prayer as specific, numbered reliefs, including such other order as the forum thinks fit.
7Add the place, date, signature of the authorised person and the counsel or professional, then the verification and the supporting affidavit where required.
8List annexures and note the fee paid and the mode of filing. Mention conditions you accept, since Section 459 allows conditional approval.

Quickest way: Seven-block skeleton

When to use it: Use when time is short, especially in a case-based question with a 15 to 20 mark draft.

Block 1: forum, section and parties in the title.
Block 2: three or four numbered fact paragraphs from the case.
Block 3: two or three grounds, each tied to a fact.
Block 4: the prayer in numbered clauses.
Block 5: date, place and signature.
Block 6: verification and affidavit, using the names and figures from the case.
Block 7: annexure list and fee note. Write 'fee as prescribed' if the amount is not given.

Common mistakes in Drafting of Applications under the Companies Act, 2013

Not citing the enabling section or citing the wrong one
Students start with facts and treat the section as optional.
Fix: State the section in the title and the first paragraph. Match it to the relief, for example Section 131 for revising accounts.
Vague prayer such as 'grant relief'
Students rush the last part.
Fix: List exact reliefs, such as permission to prepare revised financial statements for the named year, and add 'such other order as deemed fit'.
Leaving out verification or affidavit
They see them as formalities outside the draft.
Fix: Always include a verification of facts and a supporting affidavit in the draft, naming the deponent and designation.
Ignoring the fee and conditions
Students forget Section 459 applies to every application to the Tribunal or Central Government.
Fix: Add a line on the prescribed fee paid, and say the applicant will comply with any conditions imposed.
Mixing up the forum
Approval powers are spread between the Tribunal and the Central Government.
Fix: Revised accounts under Section 131 go to the Tribunal. An MD appointment at variance with Part I of Schedule V needs Central Government approval under Section 196(4).
Inventing facts, dates or figures
They want to make the draft look complete.
Fix: Use only case facts. Use blanks or brackets, such as [date], for anything not given.

Worked examples

Example 1

Aarav Textiles Limited, Surat, finds that its financial statements for the financial year two years ago did not comply with Section 129. The directors want to revise them. Draft the application and state the legal basis.

Show the solution

Basis: Section 131(1) allows directors to prepare revised financial statements for any of the three preceding financial years, after the Tribunal's approval on an application. Two years back is within the limit.
Title: Before the National Company Law Tribunal, [Bench]. Application under Section 131 of the Companies Act, 2013. In the matter of Aarav Textiles Limited, Applicant.
Facts: incorporation and registered office; the financial year concerned; the non-compliance with Section 129 found; when it was discovered; no previous revision in the current financial year.
Grounds: the statements do not comply with Section 129; the revision will be confined to the correction and necessary consequential alterations as Section 131(2) requires; the Tribunal will give notice to the Central Government and Income-tax authorities, whose representations it considers.
Prayer: (a) approve preparation of revised financial statements for the stated year; (b) permit filing of the order copy with the Registrar; (c) pass such other order as is fit.
Undertakings: detailed reasons will be disclosed in the Board's report for the year of revision; revision will not be done more than once in a financial year.
Close with signature of the authorised director, verification, supporting affidavit, annexures (board resolution, original and proposed revised statements, auditor's report) and fee as prescribed.

Answer: The application is made to the Tribunal under Section 131(1), setting out facts, grounds and a specific prayer to revise the statements for the stated year. It accepts the limits of Section 131(2) and the provisos, and carries verification, affidavit, annexures and the prescribed fee.

Example 2

Meera Pharma Limited appoints Mr. Rohan Iyer as managing director for five years. The terms vary from the conditions in Part I of Schedule V. Explain what approvals are needed and draft the core of the application, including the effect of Section 459.

Show the solution

Section 196(4): the Board approves the appointment, terms and remuneration at a meeting, subject to approval by resolution at the next general meeting. Because the appointment varies from Part I of Schedule V, Central Government approval is also needed.
Check Section 196(2): five years at a time is the maximum, so the term is permissible. Check Section 196(3): Mr. Iyer must not be disqualified, for example by age, insolvency or conviction as listed.
Application title: Before the Central Government, application under Section 196(4) read with Schedule V, in the matter of Meera Pharma Limited.
Facts: Board resolution date, general meeting resolution, proposed terms, the specific variance from Part I, and Mr. Iyer's qualifications and non-disqualification.
Grounds: the variance is justified by the company's needs, and the notice of the meeting included the terms, remuneration and any interest of directors, as the first proviso to Section 196(4) requires.
Section 459(1): the Central Government may approve subject to conditions it thinks fit and may withdraw approval if a condition is breached, so the applicant states that it will comply. Section 459(2): the prescribed fee accompanies the application.
Prayer: approve the appointment on the stated terms; verification and affidavit; annexures include resolutions, notice with explanatory statement and the proposed agreement.

Answer: Board approval, general meeting approval and Central Government approval are all needed. The application cites Section 196(4), is filed with the prescribed fee under Section 459(2), and accepts conditions under Section 459(1). A return in the prescribed form must also be filed with the Registrar within sixty days of appointment.

Exam tips

Begin every draft with the forum and the enabling section. Examiners look for these first.
Use only the names, dates and amounts in the case. Put blanks in square brackets for the rest.
Always show verification, affidavit, annexures and fee, even in a short draft. They carry easy marks.
Where approval is sought, mention Section 459: conditions can be imposed, approval can be withdrawn on breach, and fees must accompany the application.
Pair the draft with a short analysis of why the section applies and a conclusion. Papers are case-based.

Practice questions from Applications, Petitions and Appeals under Companies Act, 2013

Drafting of Applications under the Companies Act, 2013: frequently asked questions

What are the main parts of an application under the Companies Act, 2013?

Title with forum and section, parties, numbered facts, grounds, prayer, signature, verification, supporting affidavit, annexures and fee. Follow this order in the exam. Check the current rules for any form prescribed for the specific application.

What does Section 459 say about applications?

Section 459(1) lets the Central Government or Tribunal grant approvals, directions or exemptions subject to conditions, and withdraw them if a condition is breached. Section 459(2) says applications to them must be accompanied by the prescribed fees, save as otherwise provided in the Act.

Is an affidavit always required with an application?

The Act's text supplied here does not set the affidavit rule. It comes from the procedural rules for the forum. In the exam, include a supporting affidavit and verification unless the question says otherwise, and check current rules in practice.

Can applications be filed electronically?

Yes. Section 398 allows the Central Government to make rules requiring filing, service and fee payment in electronic form, authenticated as prescribed. Section 402 applies the Information Technology Act, 2000 to such electronic records so far as it is not inconsistent with the Companies Act.