Companies Act, 2013

 

⚖️ Companies Act, 2013

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🧾 What is the Companies Act, 2013?

It is the main law regulating the incorporation, functioning, management, and winding up of companies in India.
It replaced the earlier Companies Act, 1956, and modernized company law in India.

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🎯 Objectives

• Regulate formation, operation, and dissolution of companies

• Protect interests of shareholders, creditors, employees, and public

• Ensure transparency, accountability, and corporate governance

• Promote ease of doing business

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📌 Key Features

Feature	Description
Types of Companies Covered	Private, Public, One Person Company, Section 8 companies (non-profits)
Incorporation & Registration	Procedure for company registration and issuance of Certificate of Incorporation
Corporate Governance	Roles and responsibilities of directors, audit committees, independent directors
Financial Reporting	Annual financial statements, audit requirements, Board report
Meetings & Resolutions	Board meetings, Annual General Meeting (AGM), Extraordinary General Meeting (EGM)
Share Capital & Debentures	Issue, transfer, and buy-back of shares and debentures
Mergers & Acquisitions	Procedures for amalgamation, merger, demerger
Winding Up & Liquidation	Voluntary and compulsory winding up procedures
Penalties & Offences	Penalties for default and non-compliance

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📝 Important Sections

Section	Subject
2	Definitions
3	Formation of company
149	Board of Directors
173	Board meetings
184	Disclosure of interest by directors
186	Loans and investments by company
188	Related party transactions
195	Dividend payments
230-240	Mergers and amalgamations
247	National Company Law Tribunal (NCLT)
379	Penalties and punishments

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🏢 Key Authorities under the Act

• Registrar of Companies (ROC) – Registration and compliance

• National Company Law Tribunal (NCLT) – Company disputes and insolvency

• Company Law Board (replaced by NCLT)

• Serious Fraud Investigation Office (SFIO) – Investigation of frauds

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🧑‍💼 Corporate Governance Highlights

• Minimum number of directors

• Appointment of independent directors

• Audit committee and nomination committee

• Director’s duties and liabilities

• Annual disclosures and filings with ROC

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📄 Compliance

• Filing annual returns and financial statements with ROC

• Holding Annual General Meetings (AGMs)

• Maintaining statutory registers

• Compliance with provisions on related party transactions and insider trading

Insolvency and Bankruptcy Code, 2016 (IBC)

 

Here’s a concise overview of the Insolvency and Bankruptcy Code, 2016 (IBC) — India’s key legislation for insolvency resolution.

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⚖️ Insolvency and Bankruptcy Code, 2016 (IBC)

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🧾 What is IBC?

IBC is a comprehensive insolvency law consolidating and amending laws relating to the reorganization and insolvency resolution of companies, partnership firms, and individuals.

It aims to:

• Speed up insolvency resolution

• Maximize asset value

• Protect interests of creditors and debtors

• Ensure time-bound process (usually within 270 days)

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📌 Key Features

Feature	Description
Applicability	Corporate persons, partnership firms, individuals
Adjudicating Authority	National Company Law Tribunal (NCLT) for companies
	Debt Recovery Tribunal (DRT) for individuals
Key Stakeholders	Financial Creditors, Operational Creditors, Corporate Debtor, Resolution Professionals, Committee of Creditors (CoC)
Resolution Process	Corporate Insolvency Resolution Process (CIRP)
Liquidation Process	When resolution fails, company assets are liquidated
Fast-track Resolution	For small companies and startups

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📑 Important Sections

Section	Subject
3	Definitions
7	Initiation of CIRP by Financial Creditor
8	Demand notice by Operational Creditor
9	Initiation of CIRP by Operational Creditor
10	Initiation of CIRP by Corporate Debtor (Voluntary)
12	Time limit for CIRP (270 days)
17	Committee of Creditors (CoC)
22	Approval of Resolution Plan
33	Liquidation Order
31	Submission of Resolution Plan

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🏛️ Process Flow

1. Default Occurs (typically ₹1 crore or more)

2. Initiation of CIRP (by financial creditor under Section 7, operational creditor under Section 9, or corporate debtor under Section 10)

3. Admission by NCLT (tribunal admits or rejects application)

4. Interim Resolution Professional (IRP) appointed

5. Committee of Creditors (CoC) formation

6. Resolution Plan submission and approval

7. If resolution fails, liquidation ordered

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🧑‍⚖️ Purpose & Benefits

• Provides clear, time-bound insolvency resolution

• Reduces litigation and delays

• Improves credit availability and trust in the market

• Protects creditors’ interests and business continuity

how to draft a complaint under the Competition Act for filing with the Competition Commission of India (CCI)

 

how to draft a complaint under the Competition Act for filing with the Competition Commission of India (CCI). Here's a simple guide and a sample format for your complaint:

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📝 How to Draft a Competition Act Complaint

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1. Title / Heading

Before the Competition Commission of India
Subject: Complaint under Section 19(1)(a) of the Competition Act, 2002

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2. Parties to the Complaint

• Complainant: Name, Address, Contact details, Nature of business

• Opposite Party / Respondent: Name(s), Address, Nature of business

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3. Jurisdiction

A statement that CCI has jurisdiction because the matter relates to anti-competitive agreements, abuse of dominant position, or combinations affecting competition in India.

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4. Facts of the Case

• Briefly explain the background and relationship of parties.

• Describe the conduct/transaction causing anti-competitive effects.

• Highlight how the opposite party’s conduct violates the Competition Act:

  • Section 3 for anti-competitive agreements, OR

  • Section 4 for abuse of dominant position, OR

  • Section 5/6 for combinations

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5. Nature of Violation

• Explain the anti-competitive practice in detail (price-fixing, market allocation, predatory pricing, denial of market access, etc.)

• Provide evidence or supporting documents (invoices, agreements, notices, market data).

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6. Cause of Action & Harm

• Show how the anti-competitive conduct affects you or the market.

• Losses suffered or potential damage to competition or consumers.

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7. Reliefs / Prayers

Ask CCI to:

• Investigate the matter

• Pass appropriate orders against the opposite party

• Impose penalties and directions to cease the anti-competitive conduct

• Any other relief deemed fit

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8. Verification

A statement verifying the truthfulness of the complaint.

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9. Annexures

List of documents attached as evidence.

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📄 Sample Complaint Format

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Before the Competition Commission of India
Subject: Complaint under Section 19(1)(a) of the Competition Act, 2002

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1. Complainant:
Name: ABC Traders Pvt. Ltd.
Address: 123 Market Street, Mumbai
Contact: +91 98765 43210, email@example.com
Business: Wholesale supplier of electronics

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2. Opposite Party:
Name: XYZ Electronics Ltd.
Address: 456 Industry Park, Mumbai
Business: Manufacturer and distributor of electronic goods

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3. Jurisdiction:
This Commission has jurisdiction as the anti-competitive conduct relates to the electronics market in India.

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4. Facts:
The Opposite Party entered into an agreement with other manufacturers to fix prices of electronic components, thereby eliminating fair competition. Despite repeated requests, they have maintained inflated prices, adversely affecting the market and consumers.

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5. Violation:
The Opposite Party’s conduct violates Section 3(3) of the Competition Act, 2002 (anti-competitive agreements), specifically the prohibition on price-fixing and market allocation.

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6. Cause of Action & Harm:
Due to the cartelization, the complainant has suffered financial losses and is unable to compete fairly in the market.

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7. Reliefs Sought:

• Direct the Commission to investigate the anti-competitive agreement.

• Pass orders to cease such conduct.

• Impose penalties as per the Act.

• Grant any other relief deemed just and proper.

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8. Verification:
I, the undersigned, verify that the contents of this complaint are true and correct to the best of my knowledge.

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9. Annexures:

• Copy of price list

• Emails indicating price coordination

• Market reports

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Competition Act, 2002

 

⚖️ Competition Act, 2002 (India)

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📜 What is the Competition Act?

The Competition Act, 2002 is an Indian law enacted to promote and sustain competition in markets, prevent anti-competitive practices, and protect consumer interests.

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🎯 Main Objectives

1. Prevent anti-competitive agreements (cartels, price-fixing)

2. Prohibit abuse of dominant position by enterprises

3. Regulate combinations (mergers, acquisitions) that may adversely affect competition

4. Protect consumer interests by ensuring fair competition

5. Promote and sustain competition in markets

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🏛️ Regulatory Authority: Competition Commission of India (CCI)

• Established under the Competition Act to enforce the provisions.

• Investigates anti-competitive conduct.

• Approves mergers and acquisitions beyond a threshold.

• Imposes penalties and orders corrective actions.

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📋 Key Provisions of the Act

Aspect	Section(s)	Description
Anti-competitive Agreements	Sections 3, 3(3)	Prohibits cartels, price-fixing, bid-rigging
Abuse of Dominant Position	Section 4	Prevents monopolistic or unfair practices by dominant firms
Regulation of Combinations	Sections 5 & 6	Regulates mergers & acquisitions beyond threshold limits
Competition Commission of India	Sections 7 to 19	Powers, composition, procedure of CCI
Investigation and Penalties	Sections 26 to 32	CCI's investigation powers and penalties

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🧩 Anti-Competitive Agreements (Section 3)

• Agreements that restrict competition like:

  • Price-fixing

  • Market-sharing

  • Bid-rigging

  • Limiting production/supply

• Such agreements are void and illegal.

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🛑 Abuse of Dominant Position (Section 4)

• Dominant firms cannot:

  • Impose unfair prices

  • Limit production to control prices

  • Deny market access to others

  • Use discriminatory practices

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🔍 Combinations (Mergers & Acquisitions)

• Transactions crossing threshold limits require prior approval from CCI.

• Prevents combinations that may adversely affect competition.

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🏢 Competition Commission of India (CCI) Powers

• Investigate anti-competitive conduct

• Pass orders for cease & desist

• Impose fines (up to 10% of turnover)

• Approve/reject mergers and acquisitions

• Advocate competition awareness

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⚖️ Penalties for Contravention

• Fine up to ₹10 crores or

• Fine up to 3 times the profit made from anti-competitive conduct

• Imprisonment (in some cases)

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📝 Examples of Cases Covered

• Cartels fixing prices in cement, steel, pharma

• Abuse of dominance by telecom companies

• Approval of major mergers like Flipkart-Walmart

• Anti-competitive agreements between competitors

Section 10 IBC Petition

 

⚖️ Section 10 IBC Petition

(Under the Insolvency and Bankruptcy Code, 2016 – for Corporate Debtor (Voluntary Application))

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🧾 What is Section 10?

Section 10 allows a Corporate Debtor itself to file an application for initiating the Corporate Insolvency Resolution Process (CIRP) voluntarily when it is unable to pay its debts.

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📚 Legal Basis

• Section 10, IBC, 2016

• Rule 7 of Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016

• Filed in Form 6

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✅ Key Points

• Only the Corporate Debtor can file under Section 10.

• There must be a default in payment of debt.

• The debt can be to financial or operational creditors.

• The company or LLP itself acknowledges insolvency.

• No minimum default amount specified for voluntary application (though practical minimums apply).

• Must attach a Board Resolution authorizing the filing.

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📋 Documents to Attach

• Board Resolution approving filing of insolvency petition

• Statement of affairs of the corporate debtor

• Affidavit verifying facts of insolvency and default

• Consent of proposed IRP (in Form 2)

• Evidence of default (loan agreements, invoices, acknowledgment)

• Application in Form 6 (duly signed)

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📑 Basic Format of Section 10 Petition

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🏛️ BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL

[Bench Name – e.g., Ahmedabad Bench]

Company Petition No. __ of 20__
Under Section 10 of the Insolvency and Bankruptcy Code, 2016
Read with Rule 7 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016

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1. Particulars of the Corporate Debtor

• Name of the Company/LLP

• Registered Office Address

• CIN / LLPIN / PAN

• Contact details

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2. Details of Default

• Amount of debt due

• Date of default

• Details of creditors (financial and operational)

• Nature of debt (loan, operational dues, etc.)

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3. Declaration by the Corporate Debtor

• Statement that it is unable to pay its debts as per the meaning under IBC

• Statement of assets and liabilities

• Confirmation no resolution for voluntary winding-up has been passed

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4. Proposed Interim Resolution Professional (IRP)

• Name, Registration number, Contact details

• Written consent attached (Form 2)

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5. Reliefs Sought

“The Applicant prays that this Hon’ble Tribunal may be pleased to:
a) Admit the present application under Section 10 of the Insolvency and Bankruptcy Code, 2016;
b) Initiate the Corporate Insolvency Resolution Process (CIRP);
c) Appoint Mr./Ms. [IRP Name] as Interim Resolution Professional;
d) Pass such other and further orders as deemed fit.”

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6. List of Enclosures

• Board Resolution

• Application Form 6

• Affidavit verifying facts

• Consent of IRP (Form 2)

• Statement of Affairs

• Evidence of default

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🧠 Important Notes

• This is a voluntary initiation by the corporate debtor itself.

• The tribunal may call for additional documents if required.

• Application must be filed within the statutory time (normally 14 days after Board resolution).

• Ensures orderly resolution and avoids winding up.

Section 9 IBC Petition

 

⚖️ Section 9 IBC Petition

(Under the Insolvency and Bankruptcy Code, 2016 – for Operational Creditors)

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🧾 What is Section 9?

Section 9 allows an Operational Creditor to file an application before the NCLT to initiate the Corporate Insolvency Resolution Process (CIRP) against a Corporate Debtor when there is a default in repayment of an operational debt.

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📚 Relevant Laws & Rules

• Section 8 & 9, IBC, 2016

• Rule 6 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016

• Filed in Form 5

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✅ Preconditions to File a Section 9 Petition

1. Debt must be "operational" (supply of goods/services, employment, statutory dues like PF, etc.)

2. Minimum default: ₹1 crore (as per 2020 notification)

3. Mandatory: Serve a demand notice (in Form 3 or Form 4) under Section 8(1)

4. Waiting period: Wait 10 days after the demand notice—only then can you file the petition

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📋 Checklist Before Filing

Requirement	Mandatory?
Demand Notice (Form 3/4)	✅ Yes
Affidavit of no dispute (Sec. 9(3)(b))	✅ Yes
Invoice/PO/Contract copy	✅ Yes
Bank statement or acknowledgment	✅ Yes
Board Resolution/Authorization (if company)	✅ Yes

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📑 Sample Format of Section 9 Petition (Form 5)

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🏛️ BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL

[Bench Name – e.g., Delhi Bench]

In the matter of:
Section 9 of the Insolvency and Bankruptcy Code, 2016
Read with Rule 6 of the IBBI Rules

In the matter of:
[Your Name]
...Operational Creditor

Versus

[Corporate Debtor Name]
...Corporate Debtor

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1. Particulars of Operational Creditor (Applicant)

• Full name

• Address

• Email, Contact

• PAN/CIN/Registration Number

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2. Particulars of Corporate Debtor

• Full name

• Registered address

• Corporate Identification Number (CIN)

• Email ID

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3. Details of Operational Debt

• Amount: ₹[exact amount]

• Date of default: [dd/mm/yyyy]

• Nature of operational debt: [e.g., unpaid invoices for goods supplied]

• Supporting documents: invoices, PO, email correspondence, etc.

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4. Date of Demand Notice

• Sent on: [dd/mm/yyyy]

• Form used: [Form 3 / Form 4]

• Mode of service: [Speed Post / Email / Hand delivery]

• Attach copy + proof of delivery

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5. Affidavit under Section 9(3)(b)

An affidavit affirming that no notice of dispute has been received from the corporate debtor prior to or after the demand notice.

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6. Relief Sought

“The Applicant prays that this Hon’ble Tribunal may be pleased to:

a) Admit the present application under Section 9 of IBC, 2016;
b) Initiate the Corporate Insolvency Resolution Process (CIRP);
c) Appoint an Interim Resolution Professional (IRP);
d) Grant such other reliefs as deemed fit in the interest of justice.”

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7. List of Attachments

• Form 5 (filled & signed)

• Copy of demand notice and proof of service (Form 3/4)

• Invoices / work orders / agreements

• Affidavit of no dispute

• Bank statements

• Form 2 (Consent of IRP) – optional

• Board resolution or authorization

• Court fee receipt (₹25,000)

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🧠 Practical Notes

• If the corporate debtor disputes the debt, the NCLT may reject the petition.

• Attach strong evidence of default (email admission, audit reports, or acknowledgments).

• File through NCLT e-portal + physical submission as per rules.

Section 7 IBC Petition

 

⚖️ Section 7 IBC Petition

(Under the Insolvency and Bankruptcy Code, 2016)

Section 7 of the IBC allows a Financial Creditor to initiate a Corporate Insolvency Resolution Process (CIRP) against a Corporate Debtor for default in repayment of financial debt.

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🧾 Who Can File It?

• Financial Creditor(s) (banks, NBFCs, bondholders, or anyone who has lent money and falls under the definition in Sec. 5(7) IBC)

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📋 Requirements Before Filing

1. Debt must be financial debt (loan, debenture, bond, etc.)

2. Minimum default amount: ₹1 crore

3. Evidence of default: Bank statement, loan agreement, certificate from information utility (like NeSL), etc.

4. Demand notice is NOT required under Sec. 7 (unlike Sec. 8 for operational creditors)

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📑 Basic Format of Section 7 Petition

(Filing in Form 1 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016)

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🏛️ BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL

[Bench Name – e.g., Mumbai Bench]

Company Petition No. ___ of 20__
In the matter of:
Insolvency and Bankruptcy Code, 2016
Read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016

In the matter of Section 7:
Application by Financial Creditor

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1. Particulars of Financial Creditor (Applicant)

• Name

• Address

• Email, Contact Number

• PAN / CIN / Registration No.

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2. Particulars of Corporate Debtor (Respondent)

• Name

• Registered Address

• CIN / PAN

• Email ID

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3. Details of Default

• Amount of debt: ₹[amount]

• Date of default: [date]

• Total outstanding: ₹[amount]

• Bank statements / loan agreement / default acknowledgment / balance sheet entries

• Certificate from information utility (if available)

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4. Details of the Proposed Interim Resolution Professional (IRP)

• Name

• Registration number (IBBI/IPA/...)

• Email and mobile

• Written consent in Form 2 to be attached

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5. Relief Sought

“The Applicant prays that this Hon’ble Tribunal may be pleased to:

a) Admit the application under Section 7 of the IBC;
b) Initiate the Corporate Insolvency Resolution Process (CIRP);
c) Appoint Mr./Ms. [IRP Name] as Interim Resolution Professional;
d) Pass such other and further orders as deemed fit in the interest of justice.”

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6. List of Documents to Attach

• Loan agreement/sanction letter

• Bank statements

• Demand letters (if any)

• Board resolution of the applicant (for companies)

• Form 2 (Consent of IRP)

• Form 1 (duly filled and signed)

• Authorization letter / power of attorney

• Certificate from information utility (if available)

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📝 Court Fee / Filing

• Filing through the NCLT e-filing portal

• Pay the applicable fee (currently ₹25,000)

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✅ Tips

• Ensure the debt is clearly financial in nature

• Focus on the default evidence

• Attach all supporting documents in proper order

• Use the latest IBBI forms and rules