NATIONAL COMPANY LAW TRIBUNAL

Meaning

The NCLT is a quasi judicial authority which handles the corporate civil disputes arising due
to the violation of the act. The power and procedure of the tribunals are similar to those
vested in a court of law or judge. it is under an obligation to objectively determine facts,
decide cases in consonance with the natural justice principles. The tribunal is not bound to
follow the strict judicial rules of evidence and procedure.

Constitution

National Company Law Tribunal consist of a President and such number of Judicial and
Technical members, as the Central Government may deem necessary, to be appointed by it by
notification in the official gazette1. There are critics who argue that the interference of the
Central Government in the affairs of the Tribunal would be detrimental to the interest in the
affairs of the tribunal.

President of the Tribunal

The President shall be a person who is or has been a Judge of a High Court for five years2.
He shall be appointed after the consultation with the chief Justice of India. shall hold office as
such for a term of five years from the date on which he enters upon his office, but shall be
eligible for re-appointment for another term of five years. He shall hold office until he attains
the age of sixty seven years3.

Judicial Member

A person shall not be qualified for appointment as a Judicial Member unless he—

(a) is, or has been, a judge of a High Court; or

(b) is, or has been, a District Judge for at least five years; or

(c) has, for at least ten years been an advocate of a court.: in computing the period during
which a person has been an advocate of a court, there shall be included any period during

1
Section 408, The Companies Act, 2013.
2
Section 409 (1), The Companies Act, 2013.
3
Section 413, The Companies Act, 2013.
which the person has held judicial office or the office of a member of a tribunal or any post,
under the Union or a State, requiring special knowledge of law after he become an advocate4.

The tenure of the Judicial Members is for three years and is eligible for reappointment and
the age of superannuation is 65 years5.

Technical Member

A person shall not be qualified for appointment as a Technical Member unless he—

(a) has, for at least fifteen years been a member of the Indian Corporate Law Service or
Indian Legal Service out of which at least three years shall be in the pay scale of Joint
Secretary to the Government of India or equivalent or above in that service; or

(b) is, or has been, in practice as a chartered accountant for at least fifteen years; or

(c) is, or has been, in practice as a cost accountant for at least fifteen years; or

(d) is, or has been, in practice as a company secretary for at least fifteen years; or

(e) is a person of proven ability, integrity and standing having special knowledge and
experience, of not less than fifteen years, in law, industrial finance, industrial management or
administration, industrial reconstruction, investment, accountancy, labour matters, or such
other disciplines related to management, conduct of affairs, revival, rehabilitation and
winding up of companies; or

(f) is, or has been, for at least five years, a presiding officer of a Labour Court, Tribunal or

National Tribunal constituted under the Industrial Disputes Act, 1947 (14 of 1947)6.

The tenure of the Judicial Members is for three years and is eligible for reappointment and
the age of superannuation is 65 years. a person who has not completed fifty years of age shall
not be eligible for appointment as Member: Provided further that the Member may retain his
lien with his parent cadre or Ministry or Department, as the case may be, while holding office
as such for a period not exceeding one year7.

4
Section 409 (2), The Companies Act, 2013.
5
Section 413, The Companies Act, 2013.
6
Section 409, The Companies Act, 2013.
7
Section 413 (2), The Companies Act, 2013.
NATIONAL COMPANY LAW APPELLATE TRIBUNAL OR NCLAT

Meaning

NCLAT also known as the Appellate Tribunal is an authority which deals with appeals
arising out of the decision of the tribunal. It is an intermediate appellate forum where the
appeal lies after the order given by the tribunal. The decision given by the Appellate tribunal
is further challengeable in the Supreme Court. The appellate tribunal also exercises the
powers of review, set aside and modifications.

Constitution

National Company Law Appellate Tribunal consisting of a chairperson and such number of
Judicial and Technical Members, not exceeding eleven, as the Central Government may deem
fit, to be appointed by it by notification, for hearing appeals against the orders of the
Tribunal8.

Chairperson and members of the appellate tribunal

The chairperson shall be a person who is or has been a Judge of the Supreme Court or the
Chief Justice of a High Court. A Judicial Member shall be a person who is or has been a
Judge of a High Court or is a Judicial Member of the Tribunal for five years. A Technical
Member shall be a person of proven ability, integrity and standing having special knowledge
and experience, of not less than twenty-five years, in law, industrial finance, industrial
management or administration, industrial reconstruction, investment, accountancy, labour
matters, or such other disciplines related to management, conduct of affairs, revival,
rehabilitation and winding up of companies9.

A Member of the Appellate Tribunal shall hold office as such until he attains,—

(a) in the case of the Chairperson, the age of seventy years;

(b) in the case of any other Member, the age of sixty-seven years:

8
Section 410, The Companies Act, 2013.
9
Section 411, The Companies Act, 2013.
a person who has not completed fifty years of age shall not be eligible for appointment as
Member. However, the Member may retain his lien with his parent cadre or Ministry or
Department, while holding office as such for a period not exceeding one year10.

Appeal

Appeal from the order of NCLT

Any person aggrieved by an order of the Tribunal may prefer an appeal to the Appellate
Tribunal. Every appeal shall be filed within a period of forty-five days from the date on
which a copy of the order of the Tribunal is made available to the person aggrieved and shall
be in such form, and accompanied by such fees, as may be prescribed. the Appellate Tribunal
may entertain an appeal after the expiry of the said period of forty-five days from the date
aforesaid, but within a further period not exceeding forty-five days, if it is satisfied that the
appellant was prevented by sufficient cause from filing the appeal within that period. It shall
send a copy of every order made by it to the Tribunal and the parties to appeal11.

Appeal from the order of NCLAT

Any person aggrieved by any order of the Appellate Tribunal may file an appeal to the
Supreme Court within sixty days from the date of receipt of the order of the Appellate
Tribunal to him on any question of law arising out of such order: Provided that the Supreme
Court may, if it is satisfied that the appellant was prevented by sufficient cause from filing
the appeal within the specified period, allow it to be filed within a further period not
exceeding sixty days12.

Selection committee

The Members of the Tribunal and the Technical Members of the Appellate Tribunal shall be
appointed on the recommendation of a Selection Committee consisting of—

(a) Chief Justice of India or his nominee—Chairperson;

(b) a senior Judge of the Supreme Court or a Chief Justice of High Court— Member;

10
Section 413, The Companies Act, 2013.
11
Section 421, The Companies Act, 2013.
12
Section 423, The Companies Act, 2013.
(c) Secretary in the Ministry of Corporate Affairs—Member; he shall be the Convener of the
Selection Committee.

(d) Secretary in the Ministry of Law and Justice—Member; and

(e) Secretary in the Department of Financial Services in the Ministry of Finance— Member13.

Resignation of Members

The President, the Chairperson or any Member may, by notice in writing under his hand
addressed to the Central Government, resign from his office. They shall continue to hold
office until the expiry of three months from the date of receipt of such notice by the Central
Government or until a person duly appointed as his successor enters upon his office or until
the expiry of his term of office, whichever is earliest14.

Removal of Members.

The Central Government may, after consultation with the Chief Justice of India, remove from
office the President, Chairperson or any Member, who—

(a) has been adjudged an insolvent; or

(b) has been convicted of an offence which, involving moral turpitude; or

(c) has become physically or mentally incapable of acting as such President, the Chairperson,
or Member; or

(d) has acquired such financial or other interest as is likely to affect prejudicially his
functions as such President, the Chairperson or Member; or

(e) has so abused his position as to render his continuance in office prejudicial to the public
interest

the President, the Chairperson or the Member shall not be removed from his office except by
an order made by the Central Government on the ground of proved misbehaviour or
incapacity after an inquiry made by a Judge of the Supreme Court nominated by the Chief

13
Section 412 (2), The Companies Act, 2013.
14
Section 416, The Companies Act, 2013.
Justice of India on a reference made to him by the Central Government in which such
President, the Chairperson or Member had been informed of the charges against him and
given a reasonable opportunity of being heard15.

Benches of Tribunal

There shall be constituted such number of Benches of the Tribunal, as be specified by the
Central Government. The Principal Bench of the Tribunal shall be at New Delhi which shall
be presided over by the President of the Tribunal. The powers of the Tribunal shall be
exercisable by Benches consisting of two Members out of whom one shall be a Judicial
Member and the other shall be a Technical Member: Provided that it shall be competent for
the Members of the Tribunal authorised in this behalf to function as a Bench consisting of a
single Judicial Member and exercise the powers of the Tribunal in respect of such class of
cases or such matters pertaining to such class of cases, as the President may, by general or
special order, specify. if at any stage of the hearing of any such case or matter, it appears to
the Member that the case or matter is of such a nature that it ought to be heard by a Bench
consisting of two Members, the case or matter may be transferred by the President, or, as the
case may be, referred to him for transfer, to such Bench as the President may deem fit.

The President shall, for the disposal of any case relating to rehabilitation, restructuring,
reviving of companies, constitute one or more Special Benches consisting of three or more
Members, majority necessarily being of Judicial Members. The decision of the majority shall
be final but if the Members are equally divided, they shall state the point or points on which
they differ, and the case shall be referred by the President for hearing on such point or points
by one or more of the other Members of the Tribunal and such point or points shall be
decided according.16

Powers of the tribunal and appellate tribunal

1. Power to amend : The Tribunal may, at any time within two years from the date of the
order, with a view to rectifying any mistake apparent from the record, amend any order
passed by it, and shall make such amendment, if the mistake is brought to its notice by the

15
Section 417, The Companies Act, 2013.
16
Section 419, The Companies Act, 2013.
 parties. no such amendment shall be made in respect of any order against which an appeal
has been preferred under this Act.17

2. Power to punish for contempt - The Tribunal and the Appellate Tribunal have the same
jurisdiction, powers and authority in respect of contempt of themselves as the High Court
has and may exercise, for this purpose, the powers under the provisions of the Contempt
of Courts Act, 1971.18

3. Delegation of powers - The Tribunal or the Appellate Tribunal may, by general or

special order, direct, any of its officers or employees or any other person authorised by it
to inquire into any matter connected with any proceeding or, as the case may be, appeals
before it and to report to it.19

4. Power to seek assistance of Chief Metropolitan Magistrate, etc. - The Tribunal may,
in any proceeding relating to a sick company or winding up of any other company, in
order to take into custody or under its control all property, books of account or other
documents, request, in writing, the Chief Metropolitan Magistrate, Chief Judicial
Magistrate or the District Collector within whose jurisdiction any such property, books of
account or other documents of such sick or other company, are situate or found, to take
possession thereof, and the Chief Metropolitan Magistrate, Chief Judicial Magistrate or
the District Collector shall, on such request being made to him,—

(a) take possession of such property, books of account or other documents; and

(b) cause the same to be entrusted to the Tribunal or other person authorised by it.

No act of the Chief Metropolitan Magistrate, Chief Judicial Magistrate or the District
Collector done in pursuance of this section shall be called in question in any court or before
any authority on any ground whatsoever.20

17
Section 420, The Companies Act, 2013.
18
Section 425, The Companies Act, 2013.
19
Section 426, The Companies Act, 2013.
20
Section 429, The Companies Act, 2013.