Constitution of National Company Law Tribunal and National Company Law Appellate Tribunal

On 1st June 2016, the Ministry of Corporate Affairs, Government of India (“MCA”) has notified the constitution of the National Company Law Tribunal (“NCLT”) and National Company Law Appellate Tribunal (“NCLAT”). NCLT shall now have benches in the cities of Ahmedabad (for States of Gujarat, Madhya Pradesh and Union Territories of Dadra, Nagar Haveli and Daman and Diu), Allahabad (for States of Uttar Pradesh and Uttarakhand), Bengaluru (for State of Karnataka), Chandigarh (for States of Himachal Pradesh, Jammu and Kashmir, Punjab and Union Territory of Chandigarh), Chennai (for States of Kerala, Tamil Nadu and Union Territories of Lakshwadeep and Puducherry), Guwahati, (for States of Arunachal Pradesh, Assam, Manipur, Mizoram, Meghalaya, Nagaland, Sikkim and Tripura), Hyderabad (for States of Andhra Pradesh and Telangana), Kolkata (for States of Bihar, Jharkhand, Odisha, West Bengal and Union Territory of Andaman and Nicobar Islands), Mumbai (for States of Chattisgarh, Goa and Maharashtra), New Delhi (for States of Haryana, Rajasthan and NCT of Delhi) and a Principal bench at New Delhi.

As of 1st June 2016, the MCA has also notified the transfer of all pending matters before the Board of Company Law Administration i.e. Company Law Board (“CLB”) to NCLT to dispose off matters, proceedings or cases in accordance with the provisions of the Companies’ Act, 1956 or Companies’ Act, 2013. Accordingly, only matters in respect of disputes/compliance under the Companies Act, 1956 and the Companies’ Act, 2013 (to the extent currently in force in each case) before the CLB such as matters relating to conversion of public company to private company, issue of redeemable preference shares where there are existing unredeemed preference shares, calling for an annual general meeting by a member, directing inspection of minutes books, class action suits etc., shall stand transferred to the NCLT. With the constitution of the NCLT, the CLB constituted under the Companies Act, 1956 stands dissolved. However, matters under the applicable Companies’ Act which are currently under the jurisdiction of other courts or tribunals such as amalgamations, winding up, revival, rehabilitation of sick companies etc continue to be under the purview of the respective courts and tribunals until notified otherwise.

NCLAT has been constituted to hear appeals from the NCLT. However, currently it is not clear where the NCLAT would be established.

The rules which will govern the functioning of NCLT and NCLAT are also yet to be notified by the MCA.

With these notifications, the MCA has also notified the coming into effect of several provisions of the Companies’ Act 2013 which were not notified hitherto pending the constitution of the NCLT and NCLAT.

Any Questions? Please contact: Gerald Reger