Rule 68 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.
Rule 68 sets out how a public company petitioned the Tribunal to become a private company: the petition, its particulars, a list of creditors and debenture holders with a directors' affidavit, an advertisement, individual notices in Form NCLT-3B and the grounds on which the Tribunal may refuse. Since the Act was amended, this rule matters only for petitions that were pending before the Tribunal.
A petition for conversion is filed in Form NCLT-1, not less than three months from the date of the special resolution, with Annexure B documents (rule 68(1)). It carries a list of creditors and debenture holders drawn up not more than two months before filing, supported by an affidavit of the company secretary and at least two directors (rule 68(3)). The company advertises it and serves Form NCLT-3B notices and notices to the Central Government, ROC, SEBI (listed companies) and any other regulator, at least fourteen days before the hearing (rule 68(5)). The Tribunal may disallow conversion that is not in the company's interest or is meant to avoid the Act (rule 68(7)). Section 14(1) second proviso now requires an order of the Central Government, so rule 68 applies only to petitions pending on the commencement of the Companies (Amendment) Act, 2019. Read as amended up to the National Company Law Tribunal (Amendment) Rules, 2020 (G.S.R. 80(E), 3 February 2020); rule 68 was not amended. Later amendments should be checked.
What has changed: the Central Government route
Section 14(1), second proviso, now requires an order of the Central Government for converting a public company into a private company, with the same saving for cases pending before the Tribunal on the commencement of the Companies (Amendment) Act, 2019. Rule 68, serial number 3 of the Schedule of Fees and serial number 3 of Annexure B therefore matter only for applications pending on that date. The current route is in Rule 41 of the Companies (Incorporation) Rules, 2014. The section itself is explained in our guide to section 14. For advice on which route applies to a particular company, our compliance advisory team can help.
Rule 68(1): filing
The petition is filed in Form NCLT-1 with the documents in Annexure B, not less than three months from the date of passing of the special resolution. It is a petition under the second proviso to section 14(1).
Rule 68(2): particulars
Every petition sets out:
- (a) the date of the Board meeting approving the proposal for alteration of the Articles;
- (b) the date of the general meeting approving the alteration;
- (c) the State in which the registered office is situated;
- (d) the number of members, the number attending and the number voting for and against;
- (e) the reason for conversion and its effect on shareholders, creditors, debenture holders and other related parties;
- (f) whether the company is listed or unlisted;
- (g) its nature: a company limited by shares, limited by guarantee (with or without share capital) or an unlimited company; and
- (h) whether the company is registered under section 8 of the Act.
Rule 68(3): list of creditors and debenture holders
A list drawn up to the latest practicable date, not more than two months before filing, is attached, giving: (a) the name and address of every creditor and debenture holder; (b) the nature and amounts due; and (c) for any contingent or unascertained debt admissible to proof in winding up, the value as far as can be justly estimated. By proviso, the company files an affidavit signed by the company secretary, if any, and not less than two directors, one of whom is the managing director, where there is one, that they have made full enquiry, the list is correct, the estimated values are proper estimates and there are no other debts or claims to their knowledge.
Rule 68(4): inspection
A duly authenticated copy of the list is kept at the registered office; any person may inspect and take extracts during ordinary business hours on payment of rupees ten per page to the company.
Rule 68(5): advertisement and notices
At least fourteen days before the hearing the company must: (a) advertise the petition under rule 35 (see the article on rule 35); (b) serve, by registered post with acknowledgement due, an individual notice in Form NCLT-3B on each debenture holder and creditor; and (c) serve, by registered post with acknowledgement due, a notice with a copy of the petition on the Central Government, the Registrar of Companies, the Securities and Exchange Board of India for listed companies, and the regulatory body if the company is regulated under another Act.
Rule 68(6) and (7): objections and refusal
If the petitioner receives an objection from a person whose interest is likely to be affected, it serves a copy on the Registrar on or before the hearing. In passing its order, the Tribunal, if satisfied that conversion would not be in the interest of the company or is made with a view to contravene or avoid compliance with the Act, may disallow the conversion, recording reasons in writing.
Form NCLT-3B
Form NCLT-3B, headed Individual Notice of petition/application to creditors, members, etc., is printed with the note ""; rule 68(5)(b) itself calls it "Form NCLT. No. 3B". The notice tells the addressee that a petition under a stated section was presented by the named company before a Bench for a stated purpose, accepted and fixed for hearing; that anyone wishing to support or oppose must give written notice so as to reach the company not later than a stated number of days before the hearing and may appear in person or through an authorised representative; and that opposition needs the grounds or a copy of the affidavit. A copy of the petition is supplied on payment of prescribed charges.
Annexure B, serial number 3 (section 14(1))
- Copy of the memorandum and articles of association.
- Copy of the documents showing that the company ceased to become a public company.
- Affidavit verifying the petition.
- Bank draft evidencing payment of application fee.
- Memorandum of appearance with copy of the Board Resolution or the executed Vakalatnama, as the case may be.
An example
Greenfield Industries Limited passed a special resolution to convert on 1 April and filed a petition three months later. Its list of creditors was drawn up within two months before filing, and the company secretary and two directors, including the managing director, filed the affidavit. Fourteen days before the hearing it advertised the petition and posted Form NCLT-3B notices to creditors.
What a practitioner checks
- Whether the petition was pending on the commencement of the Companies (Amendment) Act, 2019, so rule 68 is the right route.
- The three-month gap, the two-month freshness of the list and the signatories of the affidavit.
- That advertisement, individual notices and regulator notices are given at least fourteen days before the hearing.
Need help with a conversion from public to private?
Which route applies to a particular conversion depends on its date and facts. For help with the papers, speak to our compliance advisory team.
Key takeaways
- Rule 68 applies now only to petitions pending when the Companies (Amendment) Act, 2019 commenced; the current route is the Central Government order.
- The petition is in Form NCLT-1 not less than three months after the special resolution.
- A creditors' list not more than two months old, with an affidavit of the company secretary and two directors, is attached.
- Notices in Form NCLT-3B and advertisement go at least fourteen days before the hearing.
- The Tribunal may disallow a conversion not in the company's interest.
Read next
- Rule 35: advertising a petition
- Rules 66 and 67: section 7(7) and financial year
- Annexure B, part 1: documents to attach
- Section 14: alteration of articles
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.