NCLT Issues Circular Mandating Filing Of Vakalatnama Or Memoranda Before Counsel Can Be Heard

On 5 June, the National Company Law Tribunal (NCLT) directed strict compliance with filing requirements relating to vakalatnamas and memoranda of appearance, holding that advocates, legal practitioners and authorised representatives cannot ordinarily appear before the Tribunal without proper authorisation on record.

The Tribunal issued a circular directing Registrars across all Benches to ensure compliance and clarified that counsel who do not file a duly executed vakalatnama or memorandum of appearance ordinarily cannot appear, make mentions, seek adjournments or address the Bench. The Circular stated:

“No advocate, legal practitioner or authorised representative shall ordinarily be permitted to appear, make mentioning, seek adjournment, or address the Bench in any matter unless duly executed vakalatnama or memorandum of appearance in Form NCLT-12 is filed in the concerned matter.”

The Tribunal issued the directions after noticing instances of counsel appearing and making substantive submissions without duly executed vakalatnamas or memoranda of appearance on record.

Referring to Rules 45 and 119 of the NCLT Rules, 2016, the NCLT reiterated that parties may appear either in person or through authorised representatives. However, legal practitioners and authorised representatives cannot act before the Tribunal unless they first file a vakalatnama or Memorandum of Appearance in Form NCLT-12.

It also relied on the Supreme Court's decision in Uday Shankar Triyar v. Ram Kalewar Prasad Singh and emphasised that authorities should scrutinise authorisation documents at the initial stage itself to avoid procedural complications later.

Further, the circular provides a limited exception for urgent matters. In such cases, the Bench may permit provisional appearance, subject to the filing of a vakalatnama or memorandum of appearance within the time it grants.

It directed the Registry to scrutinise appearance documents for party signatures, counsel's acceptance, enrolment particulars, mobile number, email address and proper authorisation in matters involving companies, LLPs, banks, financial institutions and government bodies.

The NCLT also mandated that Company Secretaries, Chartered Accountants and Cost Accountants appearing before it must file appropriate board resolutions, letters of authority or similar authorisation documents.

Where counsel seeks to appear on the basis of advance service before filing a reply or vakalatnama, the circular requires counsel to submit a Memorandum of Appearance in Form NCLT-12 to the Court Master before commencement of proceedings or within the time directed by the Bench.

In cases involving a change of counsel or authorised representative, the Tribunal directed parties to comply with Rules 120 and 121 of the NCLT Rules by filing fresh vakalatnamas, memoranda of appearance, consent letters or no-objection certificates.

If newly engaged representatives cannot obtain a no-objection certificate from previously engaged counsel, they must file an affidavit explaining the circumstances and the efforts made to secure such consent.

The circular also requires newly engaged counsel to update their particulars in the CIS or e-filing system after filing a fresh vakalatnama or memorandum of appearance. Until they complete the updation process, the Registry will continue to reflect the details of existing counsel for cause lists, electronic service of notices, daily orders and judgments.

The Tribunal further directed Registrars across all Benches to ensure strict compliance with the circular and clarified that only particulars reflected in the CIS/e-filing system will appear in cause lists, proceedings, orders and judgments.