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CHAPTER 1 Introduction to NCLT and NCLAT
1.1 Background
1.2 Major Powers to be exercised by National Company Law Tribunal
CHAPTER 2 Constitution of NCLT and NCLAT
2.1 Background
2.2 Constitution of Tribunal (NCLT)
2.3 Benches of Tribunal
2.4 Specific Powers of NCLT
2.5 Orders of Tribunal
2.6 National Company Law Appellate Tribunal
2.7 Provisions common to NCLT and NCLAT
2.8 Office Administration of NCLT and NCLAT
CHAPTER 3 Procedural Aspects of NCLT and NCLAT
3.1 Background
3.2 Institution of proceedings, petition, appeals before NCLT and NCLAT
3.3 Presentation of petition or appeal
3.4 Procedure after filing of appeal in office of NCLT and NCLAT
3.5 Production of Evidence by Affidavit
3.6 Hearing of petition or applications
3.7 Party can appear before NCLT in person or through authorized representative
3.8 Consequence of non-appearance of applicant or respondent
3.9 Reference or complaint to NCLT in Form NCLT.9
3.10 Inspection of records by parties
3.11 Affidavits
3.12 Discovery, production and return of documents
3.13 Examination of witnesses and issue of commissions
3.14 Disposal of cases and pronouncement of orders
3.15 Rectification of Order by NCLT
3.16 NCLT and NCLAT can award cost and even exemplary cost on defaulting party
3.17 Forms in respect of NCLT
CHAPTER 4 Appeals against Order of Appellate Tribunal
4.1 Appeal to Supreme Court against order of NCLAT
4.2 What is question of law
4.3 No appeal against question of facts and Court cannot re-appreciate facts
4.4 Powers of Supreme Court under Constitution
4.5 Writ jurisdiction of High Court not affected
CHAPTER 5 Procedures before Appellate Tribunal (NCLAT)
5.1 Procedures before NCLAT
5.2 Service of process/appearance of respondents and objections
5.3 Inspection of the records by authorized representatives
5.4 Order of NCLAT
5.5 Removal of difficulties and issue of directions by Chairperson of NCLAT
5.6 Forms under NCLAT Rules
CHAPTER 6 Law of Limitation
6.1 Background
6.2 Time limit for filing suit or appeals
6.3 Limitation is question of law
6.4 Position when law does not prescribe any limitation
6.5 Change in law does not revive dead issues
6.6 Limitation in criminal matters
CHAPTER 7 Powers and Limitations of NCLT and NCLAT
7.1 Background
7.2 Inherent Powers of NCLT and NCLAT
7.3 Limitations on inherent powers of Tribunal
7.4 Recall of order by NCLT and NCLAT
7.5 Tribunal is final fact finding authority
7.6 Rectification of own mistakes (ROM) by NCLT
7.7 Mistakes that can be rectified
7.8 General Provisions in respect of ROM
7.9 Limitations of Tribunal (CESTAT)
7.10 NCLT is a quasi judicial authority under Statute
CHAPTER 8 Incorporation Related Issues
8.1 Suitable order if it is found that false or incorrect information was supplied at the time of incorporation
8.2 Conversion of public into private company
CHAPTER 9 Share Capital Related Issues
9.1 Variation in rights of shareholders
9.2 Redemption of preference shares by issue of fresh preference shares
9.3 Consolidation, division and cancellation of shares
9.4 Compulsory conversion of debentures and loans given by Central Government into equity shares of the company
CHAPTER 10 Refusal of Transfer/transmission and Rectification of Register
10.1 Declining of transfer of security
10.2 Instrument of transfer of security
10.3 Right of transferee if transfer not effected by company
10.4 When share transfer cannot be refused by a company
10.5 Restrictions on transfer of shares in a Private limited company
10.6 Procedure to be followed if company decides to declines transfer/transmission
10.7 Appeal if company refuses to transfer shares
10.8 Rectification of register of members
10.9 Civil suit not available when NCLT has jurisdiction
CHAPTER 11 Reduction of Share Capital
11.1 Capital Reduction
11.2 Procedure for reduction of capital of a company
11.3 Other powers of Court to order reduction of capital
11.4 Diminution of capital does not constitute reduction of capital
CHAPTER 12 Debenture Related Issues
12.1 Debenture trustees duty to protect interest of debenture holders
12.2 Remedies if company fails to redeem debentures
CHAPTER 13 Public Deposits Related Issues
13.1 Apply to NCLT if deposit not repaid in time
13.2 Repayment of deposits accepted other than deposits accepted under section 76 from public
13.3 Damages for fraud in respect of deposits accepted prior to 1-4-2014
13.4 Default in repayment of deposits from public by specified public companies after 1-4-2014
CHAPTER 14 General Meeting Related Issues
14.1 NCLT can order holding of AGM
14.2 Powers of NCLT to order Calling and holding EOGM
14.3 Ordering Inspection of Minute Books of General Meeting
CHAPTER 15 Issues Relating to Accounts and Removal of Auditor and Director
15.1 Change in Financial Year if holding or subsidiary outside India
15.2 Re-opening of accounts and financial statement
15.3 Removal of auditors before expiry of his term
15.4 Removal of Auditor/firm of auditors by NCLT
15.5 Professional precautions by new proposed auditor
15.6 Resignation of director
15.7 Removal of a director
15.8 Removal of director by NCLT
CHAPTER 16 Issues Relating to Inspection and Investigation of Companies
16.1 Investigation
16.2 Investigation of ownership of a company
16.3 Protection of employees during investigation
16.4 Freezing of assets of company on inquiry and investigation
16.5 Application to NCLT for disgorgement of assets and personal penalty
CHAPTER 17 Compromise and Arrangements
17.1 Background
17.2 Procedures for compromise mandatory
17.3 Order by NCLT for class meeting on application for scheme of compromise/arrangement
17.4 Notice and conduct of meeting of creditors/members
17.5 Hearing of the scheme and its approval
17.6 Burden on party opposing the scheme
17.7 Modifying scheme while sanctioning
17.8 DRT Act and Securitisation Act overrides provisions of Companies Act relating to scheme and arrangement
17.9 Procedure if compromise involves reduction of capital
17.10 Powers pending decision on sanction of scheme
17.11 NCLT exercises only supervisory jurisdiction while sanctioning scheme
17.12 Scheme becomes binding after approval
17.13 Transferee company should also follow statutory provisions
17.14 Wide Power to enforce compromise and arrangement
CHAPTER 18 Merger and Amalgamation
18.1 Background
18.2 Objectives of amalgamation
18.3 Amalgamation is voluntary transfer - all rights do not automatically get transferred
18.4 Power to amalgamate is statutory power, need not be mentioned in memorandum
18.5 Scheme may involve transfer of partial or whole undertaking or division of undertaking
18.6 Valuation of shares and exchange ratio
18.7 Wide flexibility in designing scheme of amalgamation
18.8 Procedure when Companies in two different States
18.9 Duties of NCLT in sanctioning a scheme
18.10 Scheme once sanctioned cannot be set aside on entirely new ground
18.11 'Appointed date' (Effective date) of scheme
18.12 Stamp duty on mergers and amalgamations
18.13 No registration fee and stamp duty for increase in authorized capital
18.14 Filing of copy of order
18.15 Secretarial Practice in Amalgamation
18.16 Preservation of books and papers of amalgamated company
18.17 Liability of officers of transferor company continues even after merger, amalgamation or acquisition
18.18 Income Tax and Sales Tax aspects of merger and amalgamation
18.19 Amalgamation/merger and Indirect Taxes
18.20 Commercial aspects of merger and amalgamation
CHAPTER 19 Mergers and Amalgamations - Other Provisions
19.1 Simplified procedure in case of small companies or holding/subsidiary companies
19.2 Cross border mergers
19.3 Takeover of another company by purchasing 100% of shares
19.4 Compulsory purchase of minority shareholding if acquirer already holds 90% or more equity shares
19.5 Power to Central Government to order compulsory amalgamation
CHAPTER 20 Oppression and Mismanagement
20.1 Background
20.2 When minority can intervene
20.3 Statutory protection to minority
20.4 Right of members to apply to NCLT (earlier CLB)
20.5 Rights as a member alone can be agitated and not other rights
20.6 Relief under section 241 of Companies Act, 2013 is based on equity - Party must approach in good faith with clean hands
20.7 Meaning of 'Oppression'
20.8 Oppression can be of majority also
20.9 Acts held as oppressive
20.10 Principle of quasi partnership in complaints of oppression
20.11 Acts not held as oppressive
20.12 Meaning of Mismanagement
20.13 Acts held as mismanagement
CHAPTER 21 Complaint of Oppression and Mismanagement
21.1 Who can file complaint with NCLT in respect of oppression/mismanagement
21.2 Who cannot apply under provisions relating to oppression and mismanagement
21.3 Application by member representing others
21.4 Consent of required members is prerequisite
CHAPTER 22 Reliefs in Case of Oppression and Mismanagement
22.1 Application to NCLT in respect of oppression and mismanagement
22.2 Procedure for application before NCLT
22.3 No parallel proceedings with civil court
22.4 NCLT can pass interim orders
22.5 Limitation does not apply in the proceedings under section 241 of Companies Act, 2013
22.6 Powers of NCLT in oppression and mismanagement cases
22.7 Orders that can be passed based on the facts of the case
22.8 Appointment of directors/additional directors by NCLT
22.9 Order preventing change to Board of Directors
22.10 Ordering investigation by NCLT
22.11 NCLT can pass order even if oppression/mismanagement not established
22.12 Valuation for parting ways
22.13 Penalty during proceedings under class action
22.14 Arbitration Act overrides provisions of oppression and mismanagement
22.15 Powers of Civil Court/High Court in matters relating to oppression/mismanagement
22.16 Consequences if termination or modification of any agreement is ordered by NCLT
CHAPTER 23 Penalty Provisions Relating to Oppression and Mismanagement
23.1 Penalty provisions applicable in relation of proceedings relating to oppression and mismanagement
23.2 Penalty only if there is specific finding
CHAPTER 24 Class Action under Company Law
24.1 Application by some on behalf of all
24.2 Who can apply to NCLT
24.3 When class action can be initiated
24.4 Matters to be considered by NCLT in class action
24.5 Procedure to be followed by NCLT
24.6 What reliefs can be claimed
24.7 Binding nature of order of NCLT
24.8 Damages or compensation
24.9 Principles on which damages are assessed for breach of contract under Contract Act
24.10 'Liquidated Damages' under Contract Act
24.11 Vindictive or nominal damages
CHAPTER 25 Removal of Name of Companies from Register of Members
25.1 Removal of name - Short cut to winding up
25.2 Striking off name of a company
25.3 Company may itself request for removal of its name from register of companies
25.4 NCLT can issue winding up order even if name of struck off the register
25.5 Restrictions in applying for removal of name
25.6 Effect if company is dissolved by removing name from register
25.7 Effect if company carries on business even after name is struck off the register
25.8 Fraudulent application for removal of name
25.9 Appeal before NCLT against removal of name of company
25.10 When NCLT can restore name of company
25.11 Restoration of name of company if application made within 20 years
CHAPTER 26 Winding up of Company under Company Law
26.1 Winding up of company
26.2 Mode of ending existence of company
26.3 Circumstances when NCLT can order winding up
26.4 Just and equitable to order winding up
26.5 No winding up under 'just and equitable' clause if alternate remedy is available
26.6 Winding up application can be made even if there is provision for arbitration
26.7 No winding up if company declared a 'relief undertaking'
26.8 Winding up order cannot be refused only because assets are mortgaged or company has no assets
CHAPTER 27 Application for Winding Up
27.1 Persons who can apply for winding up
27.2 Winding up petition by Contributory
27.3 Procedure after filing of application
27.4 Admission of winding up petition and issue of advertisement
27.5 Power of NCLT to pass interim orders
CHAPTER 28 Winding up Order and Its Effects
28.1 Orders that can be passed by NCLT after receiving petition for winding up
28.2 Winding up order is notice of discharge of officers and employees
28.3 Winding Up Committee
28.4 Winding up order operates in favour of all creditors and contributories
28.5 Suits and legal proceedings are stayed
28.6 Criminal proceedings by or against company cannot continue
28.7 Extending period of limitation when company is petitioner, when stay is operative
28.8 Custody of property with NCLT after winding up order
28.9 Continuance of certain liabilities/rights after winding up
28.10 When NCLT may grant leave to continue with proceedings in other Court
28.11 Which proceedings can continue without leave of NCLT
28.12 Criminal proceedings can continue
CHAPTER 29 Company Liquidator, Their Appointments and Duties
29.1 Appointment of company liquidator
29.2 Official Liquidators
29.3 Duties and liabilities of Company Liquidator
29.4 Working of Company Liquidator under supervision of NCLT
29.5 Removal and replacement of Company Liquidator
29.6 Procedure after appointment of Company Liquidator
29.7 Powers and duties of Company Liquidator
29.8 Company Liquidator to exercise certain powers subject to sanction
29.9 Accounts by Company liquidator and its audit
29.10 Person aggrieved by decision of Company Liquidator can apply to NCLT
CHAPTER 30 Procedure after Winding up Order
30.1 Jurisdiction of NCLT after passing of winding up order
30.2 Submission of report by Company Liquidator
30.3 Directions by NCLT after receiving report of Company Liquidator
30.4 Custody of company's properties after order of winding up
30.5 Help of Magistrate in taking possession
30.6 Promoters, directors, officers to cooperate with Company Liquidator
30.7 Settlement of list of contributory and application of assets
30.8 Liabilities of directors and managers of company in winding up
30.9 Advisory Committee to advise company liquidator
30.10 Meeting of creditors or contributories or advisory committee
30.11 Powers of NCLT during winding up
30.12 Power of NCLT to order examination of persons, in case of fraud
30.13 Arrest of person trying to leave India or abscond
30.14 Dissolution of company after completion of winding up
CHAPTER 31 Sale of Assets after Order of Winding Up
31.1 Powers and duties of NCLT while selling assets
31.2 Liability of dues connected with property is of the buyer
31.3 Pre-existing agreement not binding
CHAPTER 32 Liabilities of Contributory in Winding Up
32.1 Who is 'Contributory'
32.2 Liability of Present Members
32.3 Other provisions relating to contributory
32.4 Payment of debt by contributory and set off
32.5 NCLT can make calls on contributories
CHAPTER 33 Claims Settlement in Winding Up
33.1 Proof and ranking of claims
33.2 Money held in trust has priority over all dues
33.3 Expenses of winding up
33.4 Workmen's portion of Workmen's dues previous for two years have overriding priority
33.5 Provisions relating to secured creditors
33.6 Priority of tax dues in winding up over secured creditors
33.7 Special provisions under State Financial Corporation Act
33.8 Preferential Payments
33.9 Residual amount goes to equity shareholders
CHAPTER 34 Other Provisions Relating to Winding Up
34.1 Inspection of books and papers by creditors and contributories
34.2 Books and papers of company to be evidence
34.3 Money received to be deposited with RBI by Official Liquidator
34.4 Separate bank account if money payable to creditor or contributor remains unpaid for six months
34.5 Where affidavit can be sworn
34.6 Date of commencement of winding up
34.7 Period of limitation remains suspected from date of commencement of winding up in favour of company
34.8 Winding of unregistered and foreign companies
CHAPTER 35 Summary Procedure for Winding Up
35.1 Simplified procedure for small companies
35.2 Report by Official Liquidator
35.3 Sale of assets and recovery of debts due to company
35.4 Appeal by creditor to Central Government against decision of Official Liquidator
CHAPTER 36 Penal Provisions in Winding Up
36.1 Preferential payments
36.2 Transfers not made in good faith are void against liquidator
36.3 Transfer of property to trust for benefit of creditors void
36.4 Liabilities and rights of fraudulently preferred person
36.5 Floating charge on assets created within 12 months prior to commencement of winding up
36.6 Disclaimer of onerous property
36.7 Transfer of shares, property, actionable claim etc. after winding up is void
36.8 Attachments or execution and sale of property without leave of NCLT void
36.9 Offences by officers of the company in liquidation
36.10 Penalty for fraud by officers
36.11 Liability for not maintaining proper accounts
36.12 Fraudulent conduct of business
36.13 Damages against delinquent directors etc.
36.14 Time limit for making application for damages
36.15 Liability of partners or directors when offender under section 339 or 340 is company or firm
36.16 Prosecution of delinquent persons
CHAPTER 37 Other Issues Relating to NCLT
37.1 Ordering production of documents kept by Registrar
37.2 Composition of offences
37.3 Hearing cases transferred from CLB
CHAPTER 38 Insolvency Code - Overview
38.1 Background
38.2 Overall scheme of the Code
38.3 Insolvency and Bankruptcy Board of India
38.4 Adjudicating and appellate authorities
38.5 Information Utility
38.6 Insolvency and Bankruptcy Fund
38.7 Major amendments in provisions of winding up under Companies Act
CHAPTER 39 Insolvency Resolution and Liquidation of Corporate Persons
39.1 Background
39.2 Initiation of corporate insolvency resolution process
39.3 Who can initiate insolvency resolution process
39.4 Initiation of proceedings by financial creditor
39.5 Initiation of Insolvency resolution by operational creditor
39.6 Initiation of insolvency resolution process by corporate applicant himself
CHAPTER 40 Conducting Corporate Insolvency Resolution Process
40.1 Background
40.2 Moratorium and public announcement
40.3 Committee of creditors
40.4 Appointment of resolution professional
40.5 Duties of resolution professional
40.6 Preparation of information memorandum
40.7 Submission and approval of resolution plan by resolution applicant
40.8 Appeal against order of adjudicating authority
40.9 Fast track corporation insolvency resolution process
CHAPTER 41 Liquidation of Corporate Person
41.1 Initiation of Liquidation
41.2 Powers and duties of Liquidator
41.3 Ascertaining claims against corporate debtor
41.4 Avoidance of preferential transactions by liquidator
41.5 Avoidance of undervalued transactions
41.6 Action if corporate debtor had defraud creditors
41.7 Protection to corporate debtor against extortionate credit transactions
41.8 Position of secured creditor in liquidation proceedings
41.9 Distribution of assets
41.10 Dissolution of corporate debtor
CHAPTER 42 Voluntary Liquidation of Companies
42.1 Voluntary liquidation by corporates with no default
42.2 Procedure for Voluntary Liquidation
42.3 Notification to Registrar after resolution
42.4 Application to NCLT after assets wound up
CHAPTER 43 Adjudication and Appeals for Corporate Persons
43.1 Adjudicating Authority in relation to insolvency resolution and liquidation for corporate persons
43.2 Appeals and Appellate Authority
43.3 Appeal to Supreme Court on question of law
43.4 Civil court not to have jurisdiction
43.5 Expeditious disposal of applications
43.6 Penalty for Fraudulent or malicious initiation of proceedings
43.7 Penalty of carrying on business fraudulently to defraud traders
CHAPTER 44 Cross Border Insolvency and Bankruptcy
44.1 Enabling provisions for cross border transactions
44.2 Agreements with foreign countries.
44.3 Letter of request to a country outside India in respect of assets
CHAPTER 45 Offences and Penalties in Relation to Corporate Insolvency
45.1 Punishments for offences
45.2 Punishment for concealment or property
45.3 Punishment for transactions defrauding creditors
45.4 Punishment for misconduct in course of corporate insolvency resolution process
45.5 Offences by insolvency professional
45.6 Punishment for falsification of books of corporate debtor
45.7 Punishment for wilful and material omissions from statements relating to affairs of corporate debtor
45.8 Punishment for false representations to creditors
45.9 Punishment for contravention of moratorium or the resolution plan
45.10 Punishment for false information furnished in application
45.11 Punishment for non-disclosure of dispute or repayment of debt by operational creditor
45.12 Punishment for providing false information in application made by corporate debtor