National Company Law Tribunal (NCLT) was supposed to be implemented in the Indian legal system in 2002 under the Companies Act of 1956, but it was implemented under the Companies Act of 2013 as a result of legal dispute over the constitutionality of NCLT. Under Section 408 of the Companies Act of 2013, the Central Government established NCLT in 2016. It was established as a quasi-judicial body for dealing with corporate disputes that are arising under the Companies Act. The NCLT operates similarly to a civil court of law in the country and is required to impartially and fairly examine each case’s facts and issues, make decisions in conformity with natural justice principles, and then provide orders as a result of those determinations. The NCLT’s orders may help to resolve a dispute, make good on a wrong committed by a corporation, impose fines and fees, and may change the rights, obligations, duties, or privileges of the parties involved. Let’s discuss about the powers and functions of the NCLT & NCLAT in this blog.
COMPANY LAW BOARD UNDER THE COMPANIES ACT, 1956:
The central government established the board of company law administration commonly known as the company law board on February,1964 according to section 10F of the act. The company law board is to exercise the powers and functions of the central government under this act or any other law as conferred by the central government. The Board has its Principal Bench at New Delhi, and four Regional Benches located at New Delhi, Mumbai, Kolkata and Chennai.
The board is a quasi- judicial body and is given with some powers and functions while some of these are judicial, others are administrative in nature. The Board has the authority to set its own rules for operation and take independent decisions. In conducting its business, the Board would be guided by the principles of natural justice. Any individual who is aggrieved by the decision of company law board or order has sixty days from the date of decision or order to file an appeal to the High Court on any legal issue resulting from such an order. The Company Law Board was made up with a maximum of nine members by the Central Government and a chairperson would be chosen amongst the members.
NATIONAL COMPANY LAW TRIBUNAL:
Under section 408 of the companies act, 2013 the NCLT has been constituted by the central government on 2016 by the recommendations of Justice Eradi Committee. The NCLT has replaced the company law board. It is a quasi-judicial body which has the jurisdiction to resolve only the matters in relation to company law. The tribunal is governed by the central government. The NCLT has its principal bench located at Delhi and it has 10 more benches located at Ahmadabad, Bengaluru, Chandigarh, Chennai, Guwahati, Hyderabad, Allahabad, Jaipur, Kochi, Mumbai and Kolkata.
The President, members of the judiciary, and technical members sit on the benches of NCLT. If any individual is not satisfied with the decision of the National Company Law Tribunal, they may appeal to the National Company Law Appellate Tribunal. An appeal filed before the National Company Law Appellate Tribunal must be resolved within six months of the appeal’s filing date.
Any dispute that comes to the National Company Law Tribunal is not subject to civil court jurisdiction. The National Company Law Tribunal’s decision may be appealed within 45 days after the day the tribunal issues its order.
COMPOSITION OF THE NCLT:
The NCLT is presided by the president, a person can be appointed as a president if he has been a high court judge for a period of five or more years and should be aged between 50 years to 67 years of age.
Then the NCLT consists of judicial members, a person can be appointed as a judicial member if he has been a high court judge or district court judge for a period of five or more years or should have practiced as an advocate for a period of 10 years or more and should be aged between 50 years to 67 years of age.
At last the NCLT consists of technical member, a person can be appointed as a technical member if he is a member of Indian Corporate Law Services for 15 years or more or should have practiced as a Chartered Accountant for more than 15 years or should have been a Company Secretary for 15 years or more or should have special knowledge in a specific field for a period of 14 years or more or should have been a presiding officer of labour court for 5 years or more and should be aged between 50 years to 5 years of age.
All the members are appointed for 5 years from the date of appointment and can also be reappointed for one more term.
POWERS AND FUNTIONS OF THE TRIBUNAL:
The NCLT & NCLAT is bound by the rules laid down in the Code of Civil Procedure and is guided by the principles of natural justice, subject to the other provisions of this Act and of any rules that are made by the Central Government. The NCLT & NCLAT has the power to control its own procedure.
NCLT & NCLAT enjoys a wide range of powers. Its powers include:
- Class Action:
According to s. 245 of the companies act, 2013 an application can be filed before the tribunal stating that affairs are conducted in a manner which is prejudicial to the interest of the company. The company may be restrained from doing any act outside the scope of MOA, AOA.
- De-registration of Companies:
According to Section 7(7) of the Companies Act of 2013, if the tribunal finds that the company provided false or inaccurate information at the time of incorporation or by suppressing any relevant facts, information, or declarations, the tribunal may issue any of the following orders:
o Pass whatever orders that it deems appropriate.
o Pass orders for winding up the company.
o Direct the liability of members shall be unlimited.
- Oppression and mismanagement:
According to s.244 of the companies act, 2013 a member shall file a complaint to the tribunal stating the affairs of the company are against the interest of the creditors of the company, debenture holders, share holders of the company.
- Investigation powers:
According to s.213 of the companies act, 2013 power to investigate or for initiating investigation proceedings. An investigation can be conducted even abroad. Provisions are provided to assist investigation agencies and courts of other countries with respect to investigation proceedings. Power to investigate into the ownership of the company.
- Reopening of accounts:
According to s.130 of the companies act, 2013 powers to direct the company to reopen its accounts or allow the company to revise its financial statement but do not permit reopening of accounts. The company can itself also approach the Tribunal through its director for revision of its financial statement.
- Freeze assets:
According to s.221 of the companies act, 2013 power to freeze assets of the company.
- Alter financial years:
According to s.2(41) of the companies act, 2013 power to alter the financial year of a company registered in India.
- Winding up of the company:
According to s.242 of the companies act, 2013 a company can be wound up by the tribunal
- Convert public company to private company:
According to s.13 to 18 of the companies act, 2013 conversion of public limited company into private limited company.
- Annual general meeting:
According to s.97 and 98 of the companies act, 2013 if the company cannot or has not held an Annual General Meeting as required under the Companies Act or a required Extraordinary General Meeting, then the Tribunal has powers to call for a General Meetings.
NATIONAL COMPANY LAW APPELLATE TRIBUNAL:
The National Company Law Appellate Tribunal (NCLAT) was established on June 1, 2016. It was established in accordance with Section 410 of the companies act, 2013. Its purpose is to consider appeals from decisions of the NCLT. NCLAT also serves as the Appellate Tribunal for appeals against NCLT decisions. As of December 1, 2016, it was created under Section 61 of the Insolvency and Bankruptcy Code, 2016. (IBC). Any individual who is dissatisfied with an NCLAT order may seek an appeal with the Supreme Court.
Some of the major functions of NCLAT are:
- Listening to the appeals of the NCLT.
- Correcting the errors of the NCLT.
- Acting as an intermediate appellate forum for insolvent entities.
- Being the tribunal between NCLT and supreme court.
DIFFERENCE BETWEEN NCLT & NCLAT:
|It holds primary jurisdiction on cases of insolvency and bankruptcy.||It holds appellate jurisdiction over the cases judged by the NCLT.|
|NCLT accepts and analyzes the evidence from creditors/ debtors.||NCLAT accepts and analyzes the decisions made by the NCLT|
|Cases can come to NCLT directly.||No case can come to NCLAT directly, it must either come from NCLT under Section 421 of Companies Act, 2013 or any other body given in Section 410 of Companies Act, 2013.|
|NCLT collects facts and evidences.||NCLAT analyses facts and evidences.|
ADVANTAGES OF THESE TRIBUNALS:
- Multiplicity of litigation before different forums and courts is minimized.
- It is a specialized court, meant only for corporates and for the companies registered in India.
- It has both the judiciary as well as technical members while deciding on the matters.
- It has many branches spread across India.
- It will be able to provide justice at a close range.
- The time consumed for the winding up of a company is reduced.
- It disposes of cases faster than courts which will further help to reduce the total number of cases.
- Both NCLT and NCLAT have exclusive jurisdiction.
WHO CAN REPRESENT THE PARTY IN PROCEEDINGS?
According to s. 432 of the companies act, 2013 a party to any proceeding may appear in person or through a designated representative. The following people may be permitted to represent the matter before the Tribunal:
- Chartered accountants
- Company secretaries
- Cost accountants
- Any other person such as officer of a company.
The judicial system is long and a lengthy process and for a suit to get its order it takes years whereas the tribunals follow a very quick process and gives its decision for the dispute. Hence the tribunal may be better at facts finding, using flexible standards and implementing discretionary powers as compared to the traditional courts. At last it not only reduces the burden of the high court it also helps in providing quicker justice.