Annexure B explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Annexure B is the list of documents to be attached with a petition or application. Serials 1 to 6 cover six filings: change in financial year (section 2(41)), incorporation by false information (section 7(7)), conversion of a public company into a private company (section 14(1)), further redeemable preference shares (section 55(3)), refusal of registration of shares and rectification of the register (sections 58(3) and 59) and consolidation and division of share capital (section 61(1)).
Each filing has its own list of enclosures, which nearly always include the memorandum and articles, an affidavit verifying the petition, a bank draft evidencing payment of the fee and a memorandum of appearance with a copy of the Board Resolution or the executed vakalatnama. Serials 1 and 3 (financial year and conversion) now matter only for applications pending before the Tribunal on the commencement of the Companies (Amendment) Act, 2019, because the powers under section 2(41) and section 14(1) moved to the Central Government. Serial 5 has two lists, one where the company is the petitioner and one where any other person petitions. Read as amended up to the National Company Law Tribunal (Amendment) Rules, 2020 (G.S.R. 80(E), 3 February 2020); serials 1 to 6 were not amended. Later amendments should be checked.
How Annexure B works
Rules 66 to 71 each say the filing "shall be accompanied by such documents as are mentioned in Annexure B". The fee for each filing is in the Schedule; see the article on rule 112 and the Schedule of Fees. Serials 7 to 13 are in Annexure B, part 2. If you are assembling a filing bundle, our compliance documentation team can help you check it against the list.
Serial number 1: section 2(41), application for change in financial year
| No. | Enclosure |
|---|---|
| 1 | 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 |
Trap. Section 2(41) now provides that a different financial year is allowed by the Central Government, and only applications pending before the Tribunal on the commencement of the Companies (Amendment) Act, 2019 stay with the Tribunal. So serial 1 matters now only for pending applications; see Rule 40 of the Companies (Incorporation) Rules, 2014. The rule is in the article on rules 66 and 67.
Serial number 2: section 7(7), application where the company has been incorporated by furnishing false or incorrect information or by any fraudulent action
| No. | Enclosure |
|---|---|
| 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 |
Serial number 3: section 14(1), conversion of public company into a private company
| No. | Enclosure |
|---|---|
| 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 |
Trap. Section 14(1), second proviso, now requires an order of the Central Government; only petitions pending before the Tribunal on the commencement of the Companies (Amendment) Act, 2019 stay with it. Serial 3 therefore matters only for pending petitions; see Rule 41 of the Incorporation Rules, 2014 and the article on rule 68.
Serial number 4: section 55(3), application for issue of further redeemable preference shares
| No. | Enclosure |
|---|---|
| 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 |
See the article on rules 68A and 69.
Serial number 5: sections 58(3) and 59, appeal against refusal of registration of shares or for rectification of register of members
Where the company is the petitioner:
| No. | Enclosure |
|---|---|
| 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:
| No. | Enclosure |
|---|---|
| 1 | Documentary evidence in support of the statements in the petition, including the copy of the letter written by the petitioner to the company for registering the transfer or transmission of the right to any share, or interest in, or debentures, and 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 |
Serial number 6: section 61(1), application to Tribunal for consolidation and division of share capital
| No. | Enclosure |
|---|---|
| 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 |
See the article on rules 71 and 72.
Which serial for which rule
| Serial | Section | Rule article |
|---|---|---|
| 1 | 2(41) | Rule 67, now only pending cases |
| 2 | 7(7) | Rule 66 |
| 3 | 14(1) | Rule 68, now only pending cases |
| 4 | 55(3) | Rule 69 |
| 5 | 58(3), 59 | Rule 70 |
| 6 | 61(1) | Rule 71 |
An example
A shareholder, Mr. Nair, is refused registration of a transfer by Delta Packaging Private Limited. He files under rule 70 and attaches the serial 5 list for "any other person": his letter to the company, the refusal letter, the documents the company returned, an affidavit verifying the petition, the bank draft, a memorandum of appearance or vakalatnama, and two extra copies. Had the company been the petitioner, it would have attached the company list, including the extract of the Register of Members.
What a practitioner checks
- The serial for the filing, and which list applies within serial 5.
- That every item is in the bundle, including the two extra copies where required.
- For serials 1 and 3, whether the application is a pending one at all.
- That the affidavit, fee draft and memorandum of appearance or vakalatnama are included.
Need help assembling the documents?
A petition with a missing document can be returned at scrutiny. For help preparing a filing bundle, speak to our compliance documentation team.
Key takeaways
- Annexure B serials 1 to 6 list the documents for six filings.
- Most lists include the memorandum and articles, an affidavit, a bank draft and a memorandum of appearance or vakalatnama.
- Serials 1 and 3 matter now only for applications pending when the Companies (Amendment) Act, 2019 commenced.
- Serial 5 has separate lists for a company petitioner and for any other person.
Read next
- Annexure B, part 2: serials 7 to 13
- Rules 66 and 67: section 7(7) and financial year
- Rule 68: conversion of a public company
- Rule 70: transfer refusal and rectification
Disclaimer: Based on the National Company Law Tribunal Rules, 2016 (G.S.R. 716(E)) as amended up to the National Company Law Tribunal (Amendment) Rules, 2020 (G.S.R. 80(E)), consulted on 3 October 2026. Later amendments, fees, forms, NCLT practice directions and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.