Rules 78 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.
Four short rules prescribe applications to the Tribunal on an auditor's representation and removal (section 140), a director's representation (section 169), investigation into a company's affairs (section 213) and, from 2020, a grievance against a takeover offer by an unlisted company (section 230(12)). Each is filed in Form NCLT-1 with Annexure B documents.
Rule 78: a director on behalf of the company, or an aggrieved auditor, applies in Form NCLT-1 under section 140; where the Tribunal finds the auditor is abusing the right to make representations, the representation need not be sent or read out; and on an application by the Central Government, if it finds a change of auditor required, the Tribunal shall within fifteen days order that the auditor shall not function and the Government may appoint another. Rule 79: the company or any aggrieved person applies under section 169 in Form NCLT-1. Rule 80: an application for investigation under section 213 is in Form NCLT-1. Rule 80A, inserted by G.S.R. 80(E) of 3 February 2020, provides for section 230(12) applications in Form NCLT-1 with Annexure B serial 12A documents. Read as amended up to the National Company Law Tribunal (Amendment) Rules, 2020 (G.S.R. 80(E), 3 February 2020). Later amendments should be checked.
Rule 78: application under section 140
Rule 78(1): who and how
An application may be filed by the director on behalf of the company or by the aggrieved auditor in Form NCLT-1, with the documents mentioned in Annexure B. The Annexure has no specific serial for section 140; see the Annexure B article, part 2 for the general list. For the section, see our guide to section 140 and, for the audit-side forms, the Audit and Auditors Rules on removal and resignation. If an auditor change is in dispute at your company, our legal consultation team can advise.
Rule 78(2): abuse of the right to make representations
Where the Tribunal is satisfied, on an application by the company or the aggrieved person, that the rights conferred by section 140 are being abused by the auditor, the copy of the representation need not be sent and the representation need not be read out at the meeting.
Rule 78(3): application by the Central Government
If the application is made by the Central Government and the Tribunal is satisfied that a change of auditor is required, it shall within fifteen days of receipt of the application order that the auditor shall not function as auditor, and the Central Government may appoint another auditor in his place.
Rule 79: application under section 169
"The Company or any other person who claims to be aggrieved may make an application to the Tribunal in Form NCLT-1", with the Annexure B documents. For the section, see our guide to sections 167 to 169. The rule prints no further procedure.
Rule 80: application under section 213 for investigation
"An application under section 213 may be made in Form NCLT-1" with Annexure B documents. For the investigation provisions, see our guide to sections 213 to 229.
Rule 80A: application under section 230
Rule 80A was inserted by G.S.R. 80(E) of 3 February 2020 and reads: "An application under sub-section (12) of section 230 may be made in Form NCLT-1 and shall be accompanied with such documents as are mentioned in Annexure B." The same notification added "80A" to the rule list under Form NCLT-1, inserted serial 22A in the Schedule of Fees (application in cases of takeover offer of companies which are not listed; the amount is in the article on rule 112 and the Schedule of Fees) and inserted serial 12A in Annexure B. For the section, see our guide to section 230.
Annexure B, serial number 12A (section 230(12))
Application in cases of takeover offer of companies which are not listed:
- Affidavit verifying the petition.
- Memorandum of appearance with copy of the Board's Resolution or the executed vakalatnama, as the case may be.
- Documents in support of the grievance against the takeover.
- Any other relevant document.
The four rules compared
| Rule | Section | Applicant | Form | Special point |
|---|---|---|---|---|
| 78 | 140 | Director for the company, aggrieved auditor, or the Central Government | NCLT-1 | Abuse of representation right; Central Government application decided within fifteen days |
| 79 | 169 | Company or any aggrieved person | NCLT-1 | No further procedure printed |
| 80 | 213 | Any person entitled under the section | NCLT-1 | Annexure B documents |
| 80A | 230(12) | Person aggrieved by takeover offer of an unlisted company | NCLT-1 | Annexure B serial 12A; inserted 2020 |
An example
The members of Lakeview Hospitality Private Limited propose to remove its auditor, who has asked that a lengthy representation be circulated. A director applies in Form NCLT-1 under rule 78, asking the Tribunal to hold that the right to make representations is being abused so that the representation need not be sent or read out. Separately, a shareholder aggrieved by a takeover offer for an unlisted company files under rule 80A with an affidavit, a memorandum of appearance and documents in support of the grievance.
What a practitioner checks
- That the applicant is entitled under the rule: director for the company, the aggrieved auditor, or the Central Government under rule 78.
- That Form NCLT-1 is used and the Annexure B documents are attached, using serial 12A for rule 80A.
- For a Central Government application under rule 78(3), the fifteen-day period for the Tribunal's order.
- That the fee is paid as per the Schedule of Fees, including serial 22A for section 230(12).
Need help with an auditor, director or takeover dispute?
Each of these applications needs the right form, the right documents and the right applicant. For advice, speak to our legal consultation team.
Key takeaways
- Rule 78: a director for the company or an aggrieved auditor applies in Form NCLT-1; abuse of the representation right can be found; a Central Government application is decided within fifteen days.
- Rule 79: section 169 applications are in Form NCLT-1.
- Rule 80: section 213 investigation applications are in Form NCLT-1.
- Rule 80A, inserted by G.S.R. 80(E) of 3 February 2020, covers section 230(12) with Annexure B serial 12A.
Read next
- Annexure B, part 2: documents to attach
- Rule 88: references and complaints in Form NCLT-9
- Rule 112 and the Schedule of Fees
- Section 140: auditor removal
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.