National company law tribunal yashree dixit

This PPT will be useful for short description of NATIONAL COMPANY LAW TRIBUNAL and ares of Practicing Company Secretary.

1. NATIONAL COMPANY LAW TRIBUNAL By:- Yashree Dixit [email protected] By:- CS Yashree Dixit [email protected]

2. INTRODUCTION The Ministry of Corporate Affairs vide notification dated on 1ST JUNE, 2016 Constituted the National Company Law Tribunal (NCLT) and its Appellate Authority(NCLAT ). The Ministry of Corporate Affairs vide notification dated on 21 ST July, 2016 notified the National Company Law Tribunal Rules,2016 (NCLT Rules) and National Company Law Appellate Tribunal Rules,2016 (NCLAT Rules ). It is quasi-judicial body which adjudicates issues relating to Companies and Corporate entities. The National Company Law Tribunal has replaced with Existing Company Law Board . The Companies Second Amendment Act, 2002 provides for the setting up of the NCLT and NCLAT to replace then existing CLB and BIFR. The setting up NCLT and NCLAT are single regime to resolve corporate dispute and pending any litigation under the Companies Act.

3. Meaning of NCLT The NCLT or “Tribunal” is a quasi-judicial authority created under the  Companies Act, 2013  to handle corporate civil disputes arising under the Act. It is an entity that has powers and procedures like those vested in a court of law or judge. NCLT is obliged to objectively determine facts, decide cases in accordance with the principles of natural justice and draw conclusions from them in the form of orders. Such orders can remedy a situation, correct a wrong or impose legal penalties/costs and may affect the legal rights, duties or privileges of the specific parties. The Tribunal is not bound by the strict judicial rules of evidence and procedure. It can decide cases by following the principles of natural justice

4. Constitution of NCLT Government has constituted 11 Benches of NCLT , out of which 1 will be the Principal Bench, which shall Preside at New Delhi. Benches constituted and their respective territorial jurisdiction is as under.

5. BENCHES OF NCLT S.No Location Jurisdictional state/union territory 1 New Delhi Haryana, Rajasthan and delhi 2 Ahmedabad Gujarat, Madhya Pradesh, Dadra and Nagar Haveli, Daman and Diu 3 Allahabad Uttar Pradesh and Uttarakhand 4 Bengaluru Karnataka 5 Chandigarh Himachal Pradesh, Jammu and Kashmir, Punjab and Chandigarh 6 Chennai Kerala, Tamil Nadu, Lakshadweep and Puducherry 7 Guwahati Arunachal Pradesh, Assam, Manipur, Mizoram, Meghalaya, Nagaland, Sikkim and Tripura 8 Hyderabad Andhra Pradesh and Telangana 9 Kolkata Bihar, Jharkhand, Odisha , West Bengal, Andaman and Nicobar Islands 10 Mumbai Chhattisgarh, Goa and Maharashtra

6. MEMBERS OF NCLT National Company Law Tribunal Principal Judge of a High Court for 5 Years Judicial Member : a present or Retired Judge of a High Court or : a District Judge for at least 5 years or : Advocate with 10 years of practice Technical Member -Indian Corporate Law Service or Indian Legal Service having 15 years of experience or -PCS/PCA/PCWA having a present or Retired Judge of a High Court or -is a person of proven ability, integrity and standing having special knowledge and experience of not less than 15 years or -a presiding officer of a Labour Court for atleast 5 years

7. MEMBERS OF NCLT NCLT National Company Law Tribunal Chairperson Judge of the Supreme Court OR the Chief Justice of a High Court Judicial Member A present or Retired Judge of a High Court or is a Judicial Member of the Tribunal for 5 years. Technical Member A person of proven ability, integrity and standing having special knowledge and experience of not less than 25 years .

8. SCOPE OF SERVICES FOR PRACTISING COMPANY SECRETARIES PCS as Member of NCLT A Practicing Company Secretary can be appointed as a Technical Member of NCLT, provided he has 15 years working experience as secretary in whole-time practice. Sick Companies The Practising Company Secretary can identify the sickness of the company as defined under the Act and place the matter before the Board of Directors of the company to take necessary action for making reference to the Tribunal.

9. ContD…. Compromise and Arrangement Company Secretary in Practice with respect to advising and assisting corporate sector on merger, amalgamation, demerger, reverse merger, compromise and other arrangements right from the conceptual to implementation level. Reduction of Capital A company limited by shares or a company limited by guarantee and having a share capital may if so authorized by its articles by special resolution reduce its share capital. The Practicing Company Secretaries will be able to represent cases of reduction of capital before the Tribunal.

10. ContD…. Winding up Practicing Company Secretaries may represent the winding up case before the Tribunal and also Practicing Company Secretaries have been permitted to act as Liquidator in case of winding up by the Tribunal.

11. Notified Section

12. Powers vested in NCLT

13. Appeals from the NCLAT (National company law APPELLATE TRIBUNAL )

14. OPPORTUNITY UNDER NCLT REGIME

15. BENEFITS OF NCLT It will avoid multiplicity of litigation before various Forums (High Courts, CLB, BIFR, AAIFR). More concrete and precise decisions as the tribunal consist of technical experts. There will be a mixture of judicial and equitable jurisdiction while deciding matters. There would be reduction in period of winding up from 20-25 years to 2 years. Reduction in pendency of cases, expeditious disposal of cases . There are 11 benches of NCLT which provides justice at one doorstep. The Tribunal comprises of Technical Experts who will provide more concrete & precise decisions.

16. POWER AND PROCEDURE OF NCLT Expeditious disposal by Tribunal and Appellate Tribunal (Section 422): Every case presented before NCLT shall be disposed off in a speedy manner & efforts shall be made to dispose the matter within 3 months from the date of its presentation Procedure before Tribunal and Appellate Tribunal (Section 424 ): NCLT shall not be bound with the provisions of CPC and shall be guided by the principles of natural justice subject to the provisions of the new Act and its related rules. It shall exercise the same powers that of a civil court under CPC. Civil court not to have jurisdiction (Section 430 ): No Civil court shall have jurisdiction to entertain any suit or proceeding in respect of any matter which NCLT or NCLAT is empowered to determine either in terms of the New Act or by any other law in force.

17. CONTD… Appeal to NCLAT (Section 421): No Appeal shall lie from an order of NCLT passed by consent of parties. Appeal shall be filed within 45 days from the date on which copy of order of NCLT is made available . Appeal to Supreme Court (Section 423 ): An Appeal from order of NCLAT to the Supreme Court within 60 days from the date of communication of the order of NCLAT on any question of law arising out of such ord er .

18. TRANSITION FROM CLB TO NCLT Section434 of The Act has set out in detail the procedure to deal with cases which are pending in various forums. The Government has notified on 1 st June, 2016 for transfer of matters from CLB to NCLT. On that date, all the pending proceedings before CLB will be transferred to NCLT and Tribunal will dispose of such matters in accordance with the provisions of law. Tribunal has discretion to take up the pending CLB proceeding from any stage. At its discretion, It can take up the matter at stage where it was left by CLB or start the proceedings afresh or from any stage it deems fit.

19. CONCULSION The constitution of National Company Law Tribunal and National Company Law Appellate Tribunal was a step towards to improving the ease of doing business by bringing all aspects of Company law matters under one roof . It is aimed to provide a speedy and efficient disposal of the matters. Further, it will also reduce the work of overburdened High Courts . The National Company Law Tribunal and National Company Law Appellate Tribunal a great opportunity for Company Secretaries to show their knowledge or expertness of the Company Law .