APPEARANCE BEFORE

REGULATOR AND
TRIBUNALS
 Scope for Company Secretary in Litigation
Before Companies Before Telecom Regulatory Before Security Exchange Before Competition
Act, 2013 Authority of India (TRAI) Act, Act, 2002
Board of India (SEBI)
1997

Section 432 of the Section 35 authorizes

Section 17 of TRAI authorizes Section 15 V authorizes
Companies Act, Company Secretaries to appear Company Secretaries
Company Secretaries to present
2013 authorizes before the Security Appellate to appear before the
his or its case before the
Company Secretary Appellate Tribunal Tribunal Competition
to appear before Commission of India
National Company
Law Tribunal and Section 53S
National Company authorizes Company
Law Appellant
Secretaries to appear
Tribunal
before the
Competition Appellate
Tribunal
 Introduction to National Company Law
Tribunal
• The National Company Law Tribunal constitued under Section 408 of
Companies Act, 2013 on 1st June, 2016

• A quasi Judicial body that adjudicate all proceedings under Companies Act
including compromise and arrangment, restructurings, Insolvency Resolution
Process of Companies and LLPs etc.

• The Appellant Authority of NCLT is National Company Law Appellant

Tribunal (“NCLAT”) having Tribunal at New Delhi.

• NCLT and NCLAT were constituted to replace Company Law Board.

Historical Tour To NCLT
• Recommendation of the Justice Eradi Committee.

• The Companies (Second Amendment) Act, 2002 provided provision for sitting up of NCLT and
NCLAT to replace the existing CLB.

• The Hon’ble Supreme Court in Union of India v. R. Gandhi, President, Madras Bar Association
[(2010) 11 SCC 1 questioned the constitutional validity of NCLT and NCLAT.

• The Parliament Notified Companies Act, 2013 replacing 1956 Act

• The Apex Court on 14th May, 2015 in Madras Bar Association vs Union of India & Anr. [(2015) 8
SCC 583] held the constitutional validity of NCLT and NCLAT.
Benches of NCLT
The Tribunal has 13 benches all over India
Benches Jurisdiction
• 2 Bench in New Delhi -Principal Union Territory of Delhi
Bench, New Delhi Bench
• Ahmedabad Bench State of Gujarat, Madhya Pradesh. Union territory of Dadra & Nagar Haveli and
Daman and Diu.
• Allahabad Bench State of Uttar Pradesh and Uttarakhand.
• Bengaluru Bench State of Karnataka.
• Chandigarh Bench State of Himachal Pradesh, Jammu and Kashmir, Punjab and Haryana. Union
Territory of Chandigarh
• Cuttack Bench State of Chhattisgarh and Odisha.
• Guwahati Bench State of Arunachal Pradesh, Assam, Manipur, Mizoram, Meghalaya, Nagaland,
Sikkim and Tripura.
• Hyderabad Bench State of Andhra Pradesh and Telangana
• Jaipur Bench State of Rajasthan
• Kolkata Bench State of Bihar, Jharkhand and West Bengal. Union territory of Andaman and
Nicobar Island.
• Mumbai Bench State of Goa and Maharastra
• Two New Benches are approved to be set up in Amravati and Indore.
Composition of NCLT
President
Is or has been a Judge of High
Court for 5 years
National
Company Law
Tribunal
Judicial Member
Is or has been a judge of a High
Court or a District Judge for at
least five years; least ten years
been an advocate of a court.
Technical
Member
Is or has been member of the ICLS
or ILS (15 years or more);
Chartered Accountant or Cost
Accountant or Company Secretary
(15 years or more); a person of
special. Knowledge in law, industrial
finance, industrial etc. (15 years or
more); presiding officer of a Labour
Court, or Tribunal (5 years or more)
Composition of NCLAT
National Company
Law Appellant
Tribunal

Chairperson Judicial Member Technical

Member
Is or has been a judge of a High A person of special.
Is or has been a Judge of
Court or is a Judicial member of Knowledge & experience
Supreme Court/ Chief Justice of
Tribunal for 5 years or more. of atleast 25 years, in law,
High Court for 5 years
`industrial finance,
administration, investment,
accountancy etc.
 Work Schedule of the Tribunal and Appellant Body
National Company Law National Company Law Appeallant
Tribunal Tribunal
Working Hours-
Tribunal remains open all Working Hours-
working days 09.30AM to Tribunal remains open all working
6.00 PM, except days 09.30AM to 6.00 PM, except
Saturdays, Sundays and Saturdays , Sundays and National
National Holidays Holidays
Registry/Filing Counter – Registry/Filing Counter – opens
opens all working days all working days from 10.30AM to
from 10.30AM to 5.00 PM 5.00 PM

Setting Hours-
Setting Hours-
Tribunal shall hold its
sitting at headquarter or The Tribunal shall hold its sitting at
at place under its headquarter or at place under its
jurisdiction from 10.30 jurisdiction from 09.30 AM to 01.00
AM to 01.00 PM and PM and 02.15 PM to 5.00 PM
02.00 PM to 4.30 PM
All Corporate Litigation under One Roof

High
Court

NCLT

BIFR CLB
Areas of Practice for Company Secretary
• NCLT has widen the Areas of practice for a Company Secretary in the
Compromise And Arrangement – Company Secretary advising and assisting on merger, amalgamation,
following fields;
demerger, reverse merger, compromise and other arrangements right from the conceptual to implementation
level.

Insolvency Proceedings – Representing the Insolvency Case under insolvency Bankruptcy Code, 2016 before the
Tribunal.

Oppression & Mismanagement - Representing the case before the Tribunal

Reduction of Capital- Representing cases of reduction of capital before the Tribunal.

Revival of Companies – Representing the case of revival of Company before Tribunal

Practicing Company Secretary as a Member of National Company Law Tribunal

Essential Documents and Information
required for Areas of Pratice
Oppression & Mismanagement
Oppression & Mismanagement
Under Section 241-242 of Companies Act, 2013
Under Section 241-242 of Companies Act, 2013
Documents Information
Required Required

Certificate of Incorporation, MOA & AOA Details of Petitioner

Balance Sheet & Annual Return The act of oppression
Document reflecting change in Share Capital Change in constitution of Capital
Documents of siphoning of funds Transfer of shares
Any other document sufficing conduct of oppression & Change in Directorship
Mismanagement Detail of Banking operations, change in operations
Essential Documents and Information
required for Areas of Pratice
OppressionAmalgamation
Mergers, & Mismanagement& De-mergers
Under Section 241-242 of Companies Act, 2013
Under Section 241-242 of Companies Act, 2013
Documents Information
Required Required

Certificate of Incorporation, MOA & AOA Details of Applicant/Petitioner Companies

Auditors Report Authorized Share Capital of the Companies

Consent in the form of Affidavit Number of Shareholders, Creditors and Directors
Scheme
Share – Exchange Ratio
Valuation Report
Appointment Date
CA Certificate verifying the compliance of Section 133 of CA,
2013
Essential Documents and Information
required for Areas of Pratice
Oppression & Mismanagement
Revival of Companies
Under Section 241-242 of Companies Act, 2013
Under Section 252 of Companies Act, 2013
Documents Information
Required Required

Certificate of Incorporation, MOA & AOA

Bank Statement reflecting operations of the Company
Annual Returns which are not filed
Notice in STK 1
Income Tax Returns, other tax returns
List of Shareholders and Directors
Detailed description about the Company and its business
Description of the Appellants
Achievements of the business activities
Reason of non filing of Returns
Essential Documents and Information
required for Areas of Pratice
Oppression & Mismanagement
Insolvency Proceedings
Under Section 241-242 of Companies Act, 2013
Under Section 7 of Insolvency Bankruptcy Code, 2016
Documents Information
Required Required

Description about the Corporate Debtor Company

Bankers Entries as per Bankers Book Evidence, 1981
Kind of transaction involved
Document evidencing default
Amount of Debt along with Interest
Calculation Sheet
Form 2 along with IRP Certificate Period of Default
Any other document to suffice the case
Details of proposed insolvency professional
Essential Documents and Information
required for Areas of Pratice
Oppression & Mismanagement
Insolvency Proceedings
Under Section 241-242 of Companies Act, 2013
Under Section 9 of Insolvency Bankruptcy Code, 2016
Documents Information
Required Required

Description about the Operational Creditor and Corporate

Invoices Debtor Company
Affidavit under Section 9(3)(b) of IBC, 2016
Kind of transaction involved
Affidavit under Section 9 (3)(c) of IBC, 2016
Demand Notice Amount of Debt along with Interest
Calculation Sheet
Any other document evidencing default Default Date
Code of Drafting of Pleadings
• Appeal or Petition or Application shall be in English Language.

• Printed in double spacing on one side of standard Legal Size paper

• Margins- Inner margin of 4 cm width on top , right margin of 2.5. cm and left margin of 5 cm

• Each page of the pleading duly paginated, indexed and stitched in paper book.

• Cause Title- “Before the National Company Law Tribunal”

• Content must be divided into paragraphs consecutively numbered.

• Full name, address, age, description of each party shall be given in the beginning.
What is Required for Appearance
Representation of Client

Drafting Capability
Subject Knowledge & Practical Exposure
Communicate Effectively

Court Craft

Drafting Capabilities
Fundamentals of Appearance
Impactful Impression • Remember that you are always being observed.

Be a Listener first • Listen to understand not just respond

• Stay subtle, diligent and professional in your conduct

Observe Mannerism
Fundamentals of Appearance
• Stay Courteous towards all the Court officials and
Be Courteous even opposing counsels too

Punctuality and • Either must not be compromised in order to honor both

Preparedness the court as well as the profession

Be Precise • Keep arguments to the point and law centric

Fundamentals of Appearance
• Every Tribunal is different. Therefore, tailor your
Know Your Audience advocacy style to suit the forum.

• Ensure that while tendering documents/ citations to

Keep multiple copies Tribunal one have enough copies to circulate to other
side.

• Regardless of the case, believe in your submissions.

Believe in Submissions Tribunal observes when there is a half hearted
submission
Fundamentals of Appearance
• Acquire Complete clarity upon each and every aspect
Know your Case of the case before appearance.

• One must be clear in their submission in order to avoid

Be Clear discrepancies

• Regardless of the case, believe in your submissions.

Believe in Submissions Tribunal observes when there is a half hearted
submission
Fundamentals of Appearance
Stand-up
Keep Phone before
Silent interacting
with
Tribunal

Be
Unwritten Rules Address the Submissive
Judge
to abide by - Respectfully with court
officials

Dress Avoid
Appropriately Slangs
 Legal Professional Ethics & Court Etiquette

Duty to the Client

Conflict of Duties
STANDARD OF ETHICS
Confidentiality

Officer of the Court

 Legal Professional Ethics & Court Etiquette
Appropriate Attire- As
per ICSI Rules before
Tribunal

Listen to any
Be Humble - With
OURT ETIQUETTE instructions given by
Court staff as well as
the Tribunal or its
with other parties
attendant

Be prepared- With
facts of the case at first While waiting for
and Later on with Law hearing Leave Bench
for seniors
Time Management
Being busy isn’t the same - Be effective.

Spend more time on case- Be laborious

Use your free time for reading- Stay updated

Devote your entire focus to the task at

hand- Avoid muti-tasking