Rules 45 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.
These rules say who may speak for a party before the Tribunal and how. A party appears in person or through an authorised representative who files a vakalatnama or a Memorandum of Appearance in Form NCLT-12; interns are registered in Form NCLT-10; a second lawyer cannot take over without consent or permission; and a lawyer who advised one side cannot appear for the opposing side without leave.
Every party may appear in person or through an authorised representative authorised in writing, who appears by filing a Vakalatnama or Memorandum of Appearance in Form NCLT-12 (rule 45(1)-(2)). Government officers may appear for the Central Government, Regional Director, Registrar or Official Liquidator if not below Junior Time Scale, or as company prosecutor (rule 45(4)). No audio or video recording of Bench proceedings is allowed (rule 45(6)). Interns are registered in Form NCLT-10 (rule 46). A new counsel needs the written consent of the one on record or the Tribunal's permission (rule 120). Read as amended up to the National Company Law Tribunal (Amendment) Rules, 2020 (G.S.R. 80(E), 3 February 2020); these rules were not amended. Later amendments should be checked.
Rule 45: rights of a party to appear
- Rule 45(1). Every party may appear in person or through an authorised representative, duly authorised in writing. "Authorised representative" is defined in rule 2 and in section 432; see the article on rules 1 and 2 and our guide to sections 432 and 433.
- Rule 45(2). (For advice on who should be authorised, our legal consultation service can help.) The representative appears by filing a Vakalatnama or a Memorandum of Appearance in Form NCLT-12 for the party represented.
- Rule 45(3)-(4). The Central Government, the Regional Director, the Registrar of Companies or the Official Liquidator may authorise an officer or an Advocate to represent them. An authorised officer must be not below the rank of Junior Time Scale or a company prosecutor.
- Rule 45(5). During proceedings the Tribunal may, for its own knowledge, call on the Registrar of Companies to submit information on the company's affairs on the basis of information available on the MCA21 portal, recording its reasons in writing.
- Rule 45(6). There shall be no audio or video recording of the Bench proceedings by the parties or their authorised representatives.
Rule 46: registration of interns
An intern employed by an authorised representative cannot act before the Tribunal, have access to records or obtain copies of orders of the Bench in which the representative ordinarily appears, unless the intern's name is entered in the register of interns maintained by the Bench. The representative applies to the Registrar in Form NCLT-10; once the Registrar allows it, the name goes on the register.
Part XV: appearance of authorised representatives
Rule 119: no appearance without a vakalatnama or memorandum
No legal practitioner or authorised representative may appear and act unless he files a vakalatnama or Memorandum of Appearance, duly executed by or on behalf of the party.
Rule 120: consent for engaging another legal practitioner
A practitioner who proposes to file a vakalatnama or memorandum where another practitioner is already on record may do so only with the written consent of the one on record. If consent is refused, he needs the permission of the Tribunal after revocation of the earlier vakalatnama or memorandum, on an application, which is considered only after service on the counsel already on record.
Rule 121: restrictions on appearance
A practitioner who has tendered advice in connection with the institution of a case, drawn pleadings, or acted for a party during the matter shall not appear in that case, or any matter arising from or connected with it, for a person whose interest is opposed to that of the former client, except with the prior permission of the Tribunal.
Rule 122: restriction on a party's right to be heard
A party that has engaged a practitioner or authorised representative may be restricted by the Tribunal in making presentations itself.
Rule 123: panels of special authorised representatives
The Tribunal may draw up a panel of authorised representatives, valuers or other experts to assist it. The President may call on any of them for a Bench; remuneration, allowances and compensation are specified in consultation with the Tribunal.
Rule 124: professional dress
While appearing, authorised representatives wear the professional dress prescribed in their Code of Conduct.
Forms NCLT-10 and NCLT-12: headings as printed
Form NCLT-12 (see rule 45), Memorandum of appearance, is addressed to the Registrar of the Bench in the matter of a named petitioner and respondent. The signatory, a Company Secretary in practice, practising Chartered Accountant or practising Cost Accountant, states that he is duly authorised to enter appearance on behalf of the petitioner, opposite party, Registrar, Regional Director or Government, and encloses a copy of the Board resolution authorising him.
Form NCLT-10 (see rule 46), Application for the registration of an intern of authorised representative, asks for the representative's name, the intern's full name, address, father's name, age, place of birth, nationality, qualifications, previous employment and proof of identity, whether another intern is already registered, and whether the intern is registered with another representative. The representative certifies that the particulars are true as far as he knows and believes.
Who appears, and how
| Who | How | Rule |
|---|---|---|
| Party in person | Appears directly | 45(1) |
| Authorised representative | Vakalatnama or Memorandum of Appearance in Form NCLT-12 | 45(2), 119 |
| Government side | Officer not below Junior Time Scale, or company prosecutor, or Advocate | 45(3)-(4) |
| Intern | Entered in the Bench's register on Form NCLT-10 | 46 |
| Second counsel | Written consent, or Tribunal permission after revocation | 120 |
| Counsel who advised the other side | Prior permission of the Tribunal | 121 |
An example
Amber Textiles Limited has Counsel A on record. It wishes to engage Counsel B for a petition. Counsel B files a memorandum only with A's written consent; if A refuses, B applies for permission after revocation of A's authority and serves A. Separately, a lawyer who drafted the original petition for a promoter group cannot now appear against that group without the Tribunal's prior permission.
What a practitioner checks
- That the vakalatnama or Form NCLT-12 is duly executed and filed.
- That an intern is on the Bench's register before attending or collecting records.
- That written consent or permission is in hand before changing counsel.
- That no earlier advice or drafting for an opposed party raises a rule 121 problem.
Need help with appearance before the Tribunal?
Appearance rules are procedural but they decide who can act for a party. For representation and advice in a Tribunal matter, speak to our legal consultation team. A short read on the practical side is in our guide to appearing before the NCLT.
Key takeaways
- A party appears in person or through a representative authorised in writing (rule 45(1)).
- The representative files a vakalatnama or Memorandum of Appearance in Form NCLT-12 (rules 45(2), 119).
- Interns are registered in Form NCLT-10 (rule 46).
- A new counsel needs written consent or the Tribunal's permission (rule 120).
- Advice or drafting for one side bars appearance for the opposed side without prior permission (rule 121).
Read next
- Rules 1 and 2: commencement and definitions
- Rules 125 to 130: affidavits and Form NCLT-14
- Rules 16 to 19: functions of the Registrar
- Appearing before the NCLT: procedure and tips
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.