1. Opportunities and Challenges

2. Introduction

3. Benefits Both the Eradi Committee and the Union Government considered the need for establishment of a Tribunal for the following benefits (i) avoid multiplicity of litigations before various forums (ii) reduce the pendency of cases and reduce the period of winding up process from 20 to 25 years to about 2 years (iii) Appeals are streamlined with an appeal provided against the order of NCLT to an appellate Tribunal (NCLAT) (iv) transfer of winding up cases to NCLT would reduce the burden of High Courts.

4. NCLT is not a Court but a quasi- judicial authority All courts are tribunals but all tribunals are not courts (“S.P. Sampath Kumar Vs. UoI reported in [1987] 1 SCC 124”)

5. Chapter XXVII (Secs. 407 to 434) Composition of NCLT A President Judicial Members Technical Members

6. Composition of NCLAT A Chairperson Judicial Members Technical Members

7. Resignation (Sec. 416) Removal (Sec. 417)

8. Benches of Tribunal (Sec. 419) Principal Bench of NCLT shall be in New Delhi Powers of the Tribunal to be exercised by 2 members (1 judicial and 1 technical) A single Judicial member is competent to decide certain cases if authorised by an Order of the President The Bench shall have 3 or more members for disposal of cases relating to revival, rehabilitation, restructuring of companies and majority shall be Judicial members

9. Majority’s decision shall prevail In case of equality it shall be referred to President Tribunal can rectify any mistake apparent on record within 2 years from the date of the Order but no such amendment can be made if an appeal is preferred

10. Appeal NCLT to NCLAT (45 + 45 days) – Sec. 421 NCLAT to Supreme Court (60 + 60 days) – Sec. 423 No appeal if order passed with consent of parties

11. Expeditious disposal (Sec. 422) Endeavour shall be made by the Tribunal or Appellate Tribunal for disposal of an application, petition or appeal within 3 months from the date of its presentation If not disposed within the said period it shall record reasons and the President and Chairperson shall extend the period by not exceeding 90 days

12. CPC shall not apply as per Sec. 424 NCLT/NCLAT has powers to punish for contempt U/s. 425 Power to seek assistance of CMM, CJM or Dist. Collector U/s. 429 Civil Courts not to have jurisdiction as per Sec. 430 Limitation Act shall apply as per Sec. 433

13. Powers of Tribunal To summon and enforce attendance of any person and examine him on oath Requiring the discovery and production of documents Receiving evidence on affidavits Issuing commissions for the examination of witnesses or documents Dismissing a representation for default or deciding it ex parte Setting aside any order of dismissal or exparte order

14. Execution Any order of NCLT/NCLAT may be enforced like a decree of a civil court in a suit It can send it to the court having jurisdiction for execution of its orders

15. Delegation of powers Any officer or employee or any person may be authorised to inquire into any matter connected with any proceeding and submit a report

16. Transfer of pending proceedings (Sec. 434)

17. Lacunas U/s. Chapter XXVII Sec. 420 – rectification of Orders Sec. 422 – expeditious disposal within 3 months Sec. 218(3) & (4) – appeal provisions – non-obstante clause for any other law

18. ‘Scope for Professionals’ under Companies Act, 2013 Expert U/s. 2(38) Independent/Professional/Nominee director U/s. 2(47) Whole-time Key Managerial Personnel U/s. 2(51) Internal audit U/s. 138 Secretarial audit U/s. 204 Registered Valuer U/s. 247

19. Company Administrator U/s. 259 Company Liquidator U/s. 275 Professional Assistance to Company Liquidator U/s. 291 Judicial/Technical Member of NCLT/NCLAT U/s. 409 & 411 Mediator/Conciliator U/s. 442 Appearance before NCLT as per Sec. 432

20. Frequently invoked provisions before Tribunal Sec. 58(3) & 59(1) – Application against refusal to register the transfer or transmission of shares and rectification of register of members Sec. 66 – Confirmation of reduction of share capital Sec. 73 – Application by a depositor for repayment of matured deposits Sec. 74 – Application for seeking extension of time for repayment of deposits

21. Sec. 213 – Application for investigation into the affairs of the Co. Sec. 230 to 240 – Application for sanctioning scheme of amalgamation, arrangement or compromise Sec. 241 – Application against oppression or mismanagement Sec. 245 – Class action

22. Sec. 272 – Petition for winding up of a Co. Sec. 434 – Fresh reference by a Sick Co. to the Tribunal within 180 days Sec. 441 – Compounding of offences

23. Sec. 466 Dissolution of Company Law Board upon constitution of NCLT/NCLAT

24. Presentation by R. RAJESH, B.Com, LLB, ACS ADVOCATE 98843 13220