Avil Rakshith Salins — ACS A48442, Practising Company SecretarySalins & Co.
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Engagement

NCLT and NCLAT Practice

Last reviewed 23 October 2026

Petitions, applications and appeals before the NCLT Bengaluru Bench and the NCLAT.

In short

The NCLT Bengaluru Bench hears company law and insolvency matters for companies in Karnataka. Under section 432 of the Companies Act, 2013, a party can authorise a company secretary to appear before the NCLT and the NCLAT. The practice handles petitions and applications across the Companies Act, from restoration and compounding to schemes of arrangement and oppression, and appeals to the NCLAT.

Overview

The National Company Law Tribunal (NCLT) decides most matters under the Companies Act, 2013 that need an order rather than a filing, and acts as the Adjudicating Authority under the Insolvency and Bankruptcy Code, 2016. Appeals go to the National Company Law Appellate Tribunal (NCLAT). Companies registered in Karnataka come before the NCLT Bengaluru Bench.

Section 432 of the Companies Act, 2013 allows a party to authorise a company secretary to present its case before the Tribunal and the Appellate Tribunal. The practice drafts the petition or application, the affidavits and the board or shareholder resolutions behind it, files it, appears for the client, and completes the filings with the Registrar that follow the order. In proceedings under the Insolvency and Bankruptcy Code, and wherever a matter calls for an advocate, the practice works in association with one.

Several approvals that once needed the Tribunal now sit with the Regional Director: a change of financial year under section 2(41), conversion of a public company into a private company under section 14, and fast-track mergers under section 233. The practice handles these before the Regional Director; the tables below list the matters that remain with the Tribunal.

Matters before the NCLT and NCLAT

Share capital and members

Section: s.48(2)Matter: Cancelling a variation of class rightsWho applies: Dissenting holders of at least 10% of the classTime limit: 21 days from the consent or resolution
Section: s.55(3)Matter: Preference shares that cannot be redeemedWho applies: The company, with consent of three-fourths in value of preference holdersTime limit: None stated
Section: s.58(3), (4)Matter: Appeal against refusal to register a transferWho applies: The transfereeTime limit: 30 days from notice of refusal, or 60 days from delivery of the transfer if no notice (public company: 60 or 90 days)
Section: s.59Matter: Rectification of the register of membersWho applies: The person aggrieved, any member, or the companyTime limit: None stated in the section
Section: s.66Matter: Confirming a reduction of share capitalWho applies: The company, after a special resolutionTime limit: Creditors and regulators get 3 months to object
Section: s.71(10)Matter: Order to redeem debentures or pay interestWho applies: Debenture holders or the debenture trusteeTime limit: None stated

Meetings, accounts and auditors

Section: s.97Matter: Calling an AGM the company failed to holdWho applies: Any memberTime limit: None stated
Section: s.98Matter: Calling a meeting that cannot otherwise be heldWho applies: A director or a member entitled to vote, or the Tribunal on its ownTime limit: None stated
Section: s.130Matter: Reopening of books or recasting of accountsWho applies: Central Government, income-tax authorities, SEBI, another regulator, or any person concernedTime limit: None stated
Section: s.131Matter: Voluntary revision of financial statements or Board's reportWho applies: The companyTime limit: Any of the 3 preceding financial years, once a year
Section: s.140(5)Matter: Changing an auditor who acted fraudulentlyWho applies: The Tribunal on its own, the Central Government, or any person concernedTime limit: Order within 15 days on a Central Government application

Restructuring

Section: s.230Matter: Compromise or arrangement with creditors or membersWho applies: The company, a creditor, a member, or the liquidatorTime limit: Objections only from holders of 10% of shares or 5% of debt
Section: s.232Matter: Merger or demergerWho applies: The companies involvedTime limit: Certified order to the Registrar within 30 days
Section: s.234Matter: Cross-border mergerWho applies: The companies involved, with prior RBI approvalTime limit: As for ss.230–232

Disputes and investigation

Section: ss.241–242, 244Matter: Oppression and mismanagementWho applies: 100 members or one-tenth of members (whichever is less), or holders of one-tenth of issued capital; the Tribunal may waive the thresholdTime limit: None stated in the section
Section: s.245Matter: Class action by members or depositorsWho applies: 5% of members or 100 members (whichever is less), or 5% of issued capital (2% if listed)Time limit: None stated
Section: s.213Matter: Ordering an investigationWho applies: 100 members or one-tenth of voting power, or any person where fraud or misconduct is shownTime limit: None stated

Revival, compounding and closure

Section: s.252(1)Matter: Appeal against the Registrar's strike-off orderWho applies: Any person aggrievedTime limit: 3 years from the Registrar's order
Section: s.252(3)Matter: Restoring a struck-off companyWho applies: The company, a member, a creditor or a workmanTime limit: Before 20 years from the Gazette notice
Section: s.441Matter: Compounding offences punishable with fine onlyWho applies: The company or the officer in defaultTime limit: NCLT where the maximum fine exceeds ₹25 lakh; Regional Director up to ₹25 lakh
Section: ss.271–272Matter: Winding up by the Tribunal (special resolution, fraud, 5 years of filing default, just and equitable, and other listed grounds)Who applies: The company, contributories, the Registrar or the Government; creditors use the IBC insteadTime limit: None stated

Insolvency and Bankruptcy Code (with an advocate)

Section: IBC s.7Matter: Insolvency application by a financial creditorWho applies: Financial creditorTime limit: Minimum default ₹1 crore
Section: IBC s.9Matter: Insolvency application by an operational creditorWho applies: Operational creditor, 10 days after the demand noticeTime limit: Minimum default ₹1 crore
Section: IBC s.10Matter: Insolvency application by the company itselfWho applies: Corporate applicantTime limit: Admission decision due within 14 days
Section: IBC s.54CMatter: Pre-packaged insolvency for MSMEsWho applies: Corporate applicant that is an MSMETime limit: Admission decision due within 14 days
Section: IBC s.59Matter: Dissolution at the end of a voluntary liquidationWho applies: The liquidatorTime limit: Order sent to the Registrar within 14 days

Appeals to the NCLAT

Section: s.421Matter: Appeal against an NCLT order under the Companies ActWho applies: Any person aggrieved (no appeal from a consent order)Time limit: 45 days, extendable by up to 45 days
Section: IBC s.61Matter: Appeal against an order under the IBCWho applies: Any person aggrievedTime limit: 30 days, extendable by up to 15 days

Not before the NCLT: a change of financial year (s.2(41)) and conversion of a public company into a private company (s.14) have been approved by the Regional Director since 2 November 2018, and fast-track mergers (s.233) go to the Regional Director, with the NCLT involved only on a referral. Time limits are taken from the sections; the Tribunal's own rules and case law can affect how they are counted.

Key Deliverables

  • Petitions, applications and appeals drafted with the supporting affidavits and resolutions
  • Filing before the NCLT Bengaluru Bench and the NCLAT
  • Appearance as authorised representative under section 432
  • Responses to Registrar, Regional Director and other regulator representations
  • Filing the Tribunal's order with the Registrar within the time it sets
  • Regional Director applications for change of financial year, conversion and fast-track mergers

Documents & E-Forms

  • NCLT
  • NCLAT
  • Sec. 432
  • Sec. 421
  • INC-28

When to Engage

As soon as a Registrar's order, a refusal by the company, a missed meeting or a dispute needs the Tribunal, since many of these remedies run against a statutory time limit.

Typical turnaround: Scoped in the engagement letter.

Related: Restoration of a Struck-off Company

Frequently Asked

About this engagement

Yes. Section 432 of the Companies Act, 2013 allows a party to authorise a company secretary, among others, to present its case before the NCLT and the NCLAT. In proceedings under the Insolvency and Bankruptcy Code, the practice prepares the application and works with an advocate where required.

The NCLT Bengaluru Bench, which covers the entire State of Karnataka.

Under the Companies Act, 45 days from the date a copy of the order is made available, which the NCLAT can extend by up to 45 days for sufficient cause (section 421). Under the IBC, 30 days, extendable by up to 15 days (section 61).

Not any longer. Since 2 November 2018, a company that needs a financial year other than April to March applies to the Regional Director under section 2(41). Conversion of a public company into a private company under section 14 also goes to the Regional Director.

An appeal against the Registrar's order under section 252(1) must be filed within 3 years of the order. An application under section 252(3) by the company, a member, a creditor or a workman can be made before 20 years from the Gazette notice of strike-off.

Under section 441, offences punishable with fine only are compounded by the Regional Director where the maximum fine does not exceed ₹25 lakh, and by the NCLT above that.

No. After the Insolvency and Bankruptcy Code, inability to pay debts is no longer a ground for winding up under section 271, and creditors are not among the petitioners listed in section 272. A creditor's route is an insolvency application under the IBC.

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