NCLT - National Company Law Tribunal
The National Company Law Tribunal (NCLT) is a quasi-judicial authority established under the Companies Act, 2013 to handle matters related to corporate laws in India. It has exclusive jurisdiction over company disputes, insolvency proceedings, shareholder issues, mergers & demergers, and other matters governed by Company Law, IBC, and allied regulations.
⚖️ NCLT Litigation & Advisory Services
The National Company Law Tribunal (NCLT) was established following the recommendations of the Eradi Committee. While its introduction was initially proposed under the Companies Act, 1956 in 2002, prolonged constitutional litigation delayed its implementation. After more than a decade of legal scrutiny regarding its constitutional validity, the NCLT was finally notified under the Companies Act, 2013.
NCLT is a quasi-judicial authority specifically constituted to adjudicate civil corporate disputes arising under the Companies Act. The scope and powers of the Tribunal have evolved significantly from the earlier Act to the 2013 Act. Although the Supreme Court upheld the constitutional validity of the NCLT, certain provisions were deemed inconsistent with constitutional principles and were accordingly struck down.
Functioning similarly to a civil court, the NCLT is mandated to adjudicate matters fairly and impartially, in line with the principles of natural justice. Its decisions are delivered through well-reasoned orders, which may rectify wrongs, resolve disputes, impose penalties, or alter the rights and obligations of the parties involved. Importantly, the Tribunal is not bound by strict procedural or evidentiary rules, allowing it to function with greater flexibility and efficiency in handling corporate legal matters.
📌 Common Matters We Handle Before NCLT
Mergers, amalgamations, and corporate restructuring are strategic tools for business consolidation, expansion, or financial realignment. At TAXAJ, we offer end-to-end legal and regulatory support—from drafting the Scheme of Arrangement to obtaining approvals from the NCLT and regulatory authorities. Our team ensures smooth execution of complex transactions while safeguarding stakeholder interests and ensuring full compliance with the Companies Act, SEBI regulations, and RBI guidelines.
Changing a company’s registered office from one state to another requires approval from the NCLT, along with compliance under the Companies Act, 2013. At TAXAJ, we provide seamless support for drafting necessary resolutions, preparing applications, publishing notices, and representing your case before the Tribunal. Our legal and secretarial team ensures a smooth and compliant transition without disrupting your business operations.
Compounding of offences under the Companies Act, 2013 allows companies and officers to settle non-compliance issues without prolonged litigation by paying penalties. At TAXAJ, we assist in identifying compoundable offences, drafting applications, and representing clients before the NCLT, Regional Director (RD), or the Registrar of Companies (ROC). We also help in filing relief applications under various provisions to regularize past defaults and ensure your company remains compliant and penalty-free.
Under Sections 241 and 242 of the Companies Act, 2013, shareholders can seek relief from acts of oppression and mismanagement that harm the interests of the company or its minority stakeholders. TAXAJ assists aggrieved shareholders and directors in filing petitions before the NCLT, challenging unfair practices, abuse of power, or breach of fiduciary duties. Our team helps protect shareholder rights and restore corporate governance through strategic legal representation.
A company struck off by the Registrar of Companies (ROC) for non-compliance can be revived by filing a petition under Section 252 of the Companies Act, 2013 before the National Company Law Tribunal (NCLT). At TAXAJ, we assist in drafting and filing revival petitions, preparing supporting documentation, and representing clients before the NCLT to restore the company’s legal status—allowing it to resume business and fulfill regulatory obligations.
💼 Reduction of Share Capital (Section 66)
Under Section 66 of the Companies Act, 2013, a company may reduce its share capital for purposes like eliminating losses, returning excess capital, or restructuring its equity. This process requires NCLT approval, along with strict compliance and shareholder consent. At TAXAJ, we guide clients through the entire process—from drafting the scheme and filing applications to obtaining Tribunal orders—ensuring a compliant and tax-efficient capital restructuring.
Primary Functions of NCLT
Registration of Companies
The Companies Act, 2013 empowers authorities to scrutinize the legitimacy of a company’s incorporation, especially in cases involving procedural irregularities. The National Company Law Tribunal (NCLT) has been vested with wide-ranging powers, including the authority to cancel a company’s registration, dissolve it, or even declare the liability of its members as unlimited. Under Section 7(7) of the Act, the Tribunal is authorized to de-register a company if it is found that the certificate of incorporation was obtained through fraudulent or unlawful means.
Transfer of shares
The National Company Law Tribunal (NCLT) is also vested with the authority to adjudicate grievances arising from the refusal of companies to register the transfer or transmission of shares and other securities, as provided under Sections 58 and 59 of the Companies Act, 2013. Previously, under the Companies Act, 1956, such matters fell under the jurisdiction of the Company Law Board (CLB) and were limited to shares and debentures. However, the current legal framework has expanded the scope to cover all types of securities issued by a company, offering broader protection and recourse for aggrieved investors and stakeholders.
Deposits
Chapter V of the Companies Act, 2013, which governs deposits, was notified in phases during 2014. Initially, the Company Law Board (CLB) was the designated authority for handling matters under this chapter. However, with the establishment of the National Company Law Tribunal (NCLT), these powers have now been transferred to the Tribunal. Although the deposit-related provisions were enacted before the NCLT came into existence, the legal framework has evolved to provide stronger protections. Notably, aggrieved depositors now have the right to initiate class action suits to seek redress for any acts or omissions by the company that infringe upon their rights.
Freezing assets of a company
The NCLT's powers extend beyond merely freezing a company’s assets for potential use during an investigation. It is also authorized to initiate investigations based on requests from third parties, provided certain conditions are met, ensuring accountability even when the request does not originate from within the company itself.
Oppression & Mismanagement.
The NCLT plays a vital role in protecting the interests of minority shareholders and ensuring fair corporate conduct through its jurisdiction under Sections 241 and 242 of the Companies Act, 2013. When a company’s affairs are conducted in a manner that is oppressive, prejudicial, or detrimental to certain members or the public interest, aggrieved shareholders can approach the Tribunal for relief.
Common grounds include:
Abuse of majority power to override minority interests
Misuse or misapplication of company funds
Conduct detrimental to the interests of the company or its stakeholders
Acts against fair corporate governance or that result in deadlock in management
The NCLT has the authority to pass wide-ranging orders including:
Regulating future conduct of the company’s affairs
Removal of directors or managerial personnel
Cancellation or modification of resolutions
Recovery of misapplied funds or assets
Ordering the purchase of shares from oppressed members
This provision empowers shareholders and ensures accountability, transparency, and equitable treatment within the corporate structure.
Power to investigate
Under the Companies Act, 2013, the threshold for initiating an investigation into a company's affairs has been lowered—only 100 members are now required to apply, as opposed to 200 members under the previous Act. Additionally, the NCLT has the authority to order an investigation even at the request of a person who is not directly associated with the company, provided that the Tribunal is satisfied that sufficient grounds exist. Investigations ordered by the NCLT may extend within India or internationally, and the Act includes provisions for seeking and providing assistance from courts and investigative agencies in foreign jurisdictions.
Converting a Public Co to a Pvt Ltd.
The conversion of a public limited company into a private limited company is governed by Sections 13 to 18 of the Companies Act, 2013, along with the relevant rules. Such a conversion requires prior approval from the National Company Law Tribunal (NCLT). Under Section 459 of the Act, the NCLT is empowered to impose specific conditions or restrictions and may grant approval subject to compliance with such terms as it deems necessary.
Corporate Insolvency Resolution Process (CIRP)
The National Company Law Tribunal (NCLT) serves as the adjudicating authority for matters under the Insolvency and Bankruptcy Code (IBC), 2016, with respect to corporate persons, including companies and limited liability partnerships (LLPs). When a company is unable to pay its debts, either a financial creditor, operational creditor, or the corporate debtor itself can file an application before the NCLT to initiate the CIRP.
Key aspects of the CIRP under NCLT include:
Admission of Insolvency Application: NCLT evaluates whether the default has occurred and, if satisfied, admits the application to commence CIRP.
Moratorium Declaration: Upon admission, a moratorium is imposed, halting all legal proceedings and debt recovery actions against the debtor company.
Appointment of IRP: The NCLT appoints an Interim Resolution Professional (IRP) to take over the management and facilitate the insolvency process.
Formation of Committee of Creditors (CoC): The IRP forms a CoC comprising financial creditors, which takes key decisions regarding the resolution of the company.
Approval of Resolution Plan: The CoC may approve a resolution plan to revive the company, subject to final approval by the NCLT.
Liquidation Orders: If no viable resolution plan is approved within the prescribed period, the NCLT may order liquidation of the corporate debtor.
The NCLT ensures the entire CIRP is carried out within strict timelines, providing efficiency, fairness, and legal clarity in resolving corporate insolvency. This mechanism not only promotes creditor confidence but also facilitates the timely revival or exit of financially distressed businesses.
Secondary Functions of NCLT:
Why Choose Us?
At TAXAJ, we understand that company Law disputes—whether personal, financial, property-related, or contractual—can be stressful, time-consuming, and emotionally draining. That’s why we offer expert, reliable, and end-to-end legal support in NCLT matters, ensuring our clients receive justice with clarity, efficiency, and integrity.
Consult us today to protect your legal rights and move forward with confidence.
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Whether you’re defending your property rights, enforcing a contract, or resolving a financial dispute—TAXAJ is committed to delivering justice, not just promises.
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