Compsec’s advisory services aim to ensure strict compliance with relevant regulation while ensuring that the business needs of the clients are addressed in an optimum manner.
Company Legal Compliance is now viewed as a separate service because of its complexity and because it is quite time consuming. We help firms interpret and comply with the rules and regulations in order for them to continue to operate in their chosen sectors. There are many sections of the Companies Act where we are in a position to provide guidance and/or assistance with interpretation pertaining to Company Law Consultancy Services offered by us include.
- Company formation
- Winding up of Company
- Company secretarial matters such as the necessary companies House filings
- Accounting matters such as statutory disclosures, deadlines and exemptions
- Matters affecting share capital and distributions
- Statutory provisions relating to various meetings like Board Meetings, Statutory Meetings
- Seeking Licenses and Approvals for start-up
- Capital Raising Transactions and Support Services
- Represent to Ministry of Corporate Affairs & SEBI
- Petitions to Company Law Board
- Company Law Compliance and Appeals
- SEBI Regulations and Compliance
- Advise on BIFR and Company Law Board
- Assistance in coordinating with Lawyers
The National Company Law Tribunal was setup by the Central Government in 2016 under Section 408 of the Companies Act, 2013. The National Company Law Tribunal has been setup as a quasi-judicial body to govern the companies registered in India and is a successor to the Company Law Board. In this article, we look at the National Company Law Tribunal, its functions and powers in detail.
Scope of National Company Law Tribunal
The National Company Law Tribunal (NCLT) consolidates the corporate jurisdiction of the Company Law Board, Board for Industrial and Financial Reconstruction (BIFR), The Appellate Authority for Industrial and Financial Reconstruction (AAIFR) and the powers relating to winding up or restructuring and other provisions, vested in High Courts. Hence, the National Company Law Tribunal will consolidate all powers to govern the companies registered in India. With the establishment of the NCLT and NCLAT, the Company Law Board under the Companies Act, 1956 has now been dissolved.
Advantages for National Company Law Tribunal
- NCLT is a specialized court only for Corporates, i.e., companies registered in India.
- This will be no more than a Tribunal for the Corporate Members.
- NCLT will reduce the multiplicity of litigation before different forums and courts.
- NCLT has multiple branches and is able to provide justice at a close range.
- NCLT consists of both judicial and technical members while deciding on matters.
- The time taken to windup a company is reduced.
- Speedy disposal of cases will help reduce the number of cases.
- NCLT & NCLAT have exclusive jurisdiction.
Powers of National Company Law Tribunal (NCLT)
The Tribunal and the Appellate Tribunal 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 Tribunal and the Appellate Tribunal has the power to control its own procedure.
Further, no civil court has the jurisdiction to consider any suit or proceeding with reference to any matter which the Tribunal or the Appellate Tribunal is empowered to decide.
National Company Law Tribunal enjoys a wide range of powers. Its powers include:
- Power to seek assistance of Chief Metropolitan Magistrate.
- De-registration of Companies.
- Declare the liability of members unlimited.
- De-registration of companies in certain circumstances when there is registration of companies is obtained in an illegal or wrongful manner.
- Remedy of oppression and mismanagement.
- Power to hear grievance of refusal of companies to transfer securities and rectification of register of members.
- Protection of the interest of various stakeholders, especially non-promoter shareholders and depositors.
- Power to provide relief to the investors against a large set of wrongful actions committed by the company management or other consultants and advisors who are associated with the company.
- Aggrieved depositors have the remedy of class actions for seeking redressal for the acts/omissions of the company which hurt their rights as depositors.
- 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.
- 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.
- Power to freeze assets of the company.
- Power to impose restriction on any securities of the company.
- Conversion of public limited company into private limited company.
- 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.
- Power to alter the financial year of a company registered in India.
National Company Law Appellate Tribunal (NCLAT)
Appeal from order of Tribunal can be raised to the National Company Law Appellate Tribunal (NCLAT). Appeals can be made by any person aggrieved by an order or decision of the NCLT, within a period of 45 days from the date on which a copy of the order or decision of the Tribunal.
On the receipt of an appeal from an aggrieved person, the Appellate Tribunal would pass such orders, after giving an opportunity of being heard, as it considers fit, confirming, changing or setting aside the order that is appealed against. The Appellate Tribunal is required to dispose the appeal within a period of six months from the date of the receipt of the appeal.