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What is the role of NCLT in Public Limited Company matters?

1. Corporate Dispute Resolution and Adjudication

  • The National Company Law Tribunal (NCLT) is the quasi-judicial authority established under the Companies Act, 2013, to resolve disputes and enforce company law provisions.
  • It acts as the primary forum for adjudicating company law matters, including those involving Public Limited Companies.
  • NCLT replaces the powers of the Company Law Board, BIFR, and High Courts in company-related cases.
  • It hears petitions related to oppression and mismanagement, shareholder disputes, and corporate restructuring.

2. Handling Insolvency and Bankruptcy Proceedings

  • Under the Insolvency and Bankruptcy Code (IBC), 2016, NCLT is the adjudicating authority for corporate insolvency matters.
  • It admits applications filed by financial creditors, operational creditors, or the defaulting company itself.
  • Once admitted, NCLT appoints a Resolution Professional (RP), imposes a moratorium, and oversees the Corporate Insolvency Resolution Process (CIRP).
  • If resolution fails, it orders liquidation, appoints a liquidator, and later approves dissolution.

3. Winding Up of Companies

  • NCLT has the power to order compulsory winding up of Public Limited Companies under Section 271 of the Companies Act, 2013.
  • It examines petitions filed by creditors, the company, or the Registrar of Companies.
  • Upon satisfaction of grounds (e.g., inability to pay debts, unlawful acts, public interest), it appoints a Company Liquidator.
  • It supervises the liquidation process, settles claims, and issues the final dissolution order.

4. Approval of Corporate Reorganization

  • NCLT approves mergers, amalgamations, and demergers of Public Limited Companies under Sections 230–232 of the Companies Act.
  • It reviews schemes of arrangement or compromise submitted by companies and their shareholders or creditors.
  • Affected parties must be given notice, and their objections must be heard before approval.
  • NCLT ensures that the scheme is fair, legal, and in the interest of all stakeholders.

5. Remedies for Oppression and Mismanagement

  • Shareholders (holding at least 10% voting rights or 100 members) may approach NCLT under Section 241–242 if the affairs of the company are conducted:
    • In a manner prejudicial to public interest or company interests
    • In a way that oppresses minority shareholders
  • NCLT can order the removal of directors, modification of charter documents, or even company sale.
  • This provision protects shareholder rights and ensures equitable corporate governance.

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