NCLT Compliances ; Compliances
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The National Company Law Tribunal (NCLT) was formed under the Companies Act, 1956 and introduced as an amendment to the Act thereby dissolving the Company Law Board and shifting of the powers of Board to NCLT, with the introduction of Companies Act, 2013 NCLT was made more powerful and is made the biggest destination for almost all the corporate jurisdiction of the Company thereby consolidating the jurisdiction in Board of Industrial and Financial Reconstruction, the Appellate Authority for Industrial and Financial Reconstruction and Jurisdiction and powers related to the winding up, restructuring, and other provisions as vested with the High Courts.
After the enactment of Insolvency and Bankruptcy Code, 2016 (IBC), almost all the insolvency jurisdictions in the Country have been consolidated intoone single code including Individual and Corporate Insolvencies. The adjudicating authority under IBC is also NCLT hence all the corporate insolvency proceedings including liquidation proceedings will be dealt with at NCLT.
Matters involving NCLT (Inter-Alia)
Revival of Companies already struck off by Registrar of Companies
In recent times a lot of Companies have been struck off by the Registrar under section 248 of the Companies Act, 2013 due to violation of provisions of Annual Filings this might have also resulted in disqualification of DIN of the directors of the Company, In order to revive those Companies which are struck off, we need to make a petition before the Hon’ble NCLT of appropriate jurisdiction under Section 252 of Companies Act, 2013.
In case the DIN of Directors of the Company are also disqualified pursuant to continuous non filing of Annual Returns and Financial Statements of the Company under Section 164 of Companies Act, 2013, an order of stay can be obtained from the Hon’ble High Court of the appropriate jurisdiction through the mechanism of Writ Petition under the Constitution of Indiathereby staying the order of Registrar in respect of the disqualification.
ePRO EXPRESS team of experienced professionals comprising of qualified Chartered Accountants, Company Secretaries and Advocates will be there to provide assistance and execute the complete process on your behalf.
Compounding of offences
The recent strictness in terms of compliances of various provisions under the Companies Act, 2013, any kind of non compliance of any Section of the Act for which there is no compulsory imprisonment is provided, are compoundable under Section 441 of Companies Act, 2013. The competent jurisdiction of compounding vests with NCLT however if the maximum amount of fine prescribed in respect of a particular compoundable offence is upto Rupees Twenty Five Lakh, such an offence may be compounded both at NCLT or at Regional Director of appropriate jurisdiction.It shall be noted that instead of waiting for a notice from the Registrar in respect of payment of penalty/ fine, it is always advisable and economical to go for voluntary compounding of the offence committed as there are higher chances of getting a better compounded value of the offence. So don’t wait till the department summons you, get your offence compounded as soon as possible.
Compounding involves drafting of petition and hearing of the application and the expert team of professionals at ePRO EXPRESS will help your Company carry out the complete procedure for precision and timeliness.
Prevention of oppression and mismanagement
There have been many situations where due to the personal conflicts or deadlock between the members of the Board of Directors of the Company or that the Directors are acting in a manner prejudicial to the interest of the Company or the Shareholders, the efficient working of the Company gets hit and it eventually leads to lot of non compliances of various legal provisions as well as adverse effect on the financial and business health of the organisation , Board of Directors being recognised as the primary authority in carrying out all the activities on behalf of the Company, due to such oppression or mismanagement at the Board level, it is the Shareholders i.e. the owners of the organisation that suffers the most as after all its the investment of Shareholders that is at stake.
In such cases, Shareholders of the Company may apply to the NCLT for appropriate orders of the Hon’ble bench at NCLT in respect of oppression or mismanagement at the Board under Section 241 of Companies Act, 2013.
Corporate Insolvency Resolution Process of Corporate Debtors under IBC
The enactment of the Insolvency and Bankruptcy Code, 2016 was intended to vouch for a faster corporate insolvency mechanism in the country, The Code provides for Corporate Insolvency Resolution Process (CIRP) under which the Financial as well as Operational Creditors of the Company may apply to the NCLT for the insolvency proceedings of the Corporate Debtor i.e. the Company which has defaulted in honouring commitments of its Financial or Operational Creditors. The CIRP although should not be treated as a mechanism for recovery of dues however in many situations it has been seen that during such proceedings, often the Corporate Debtor comes down to settle the dues with the creditor rather than continuing with the Insolvency Process.
With an amendment to the aforesaid Code, the Home Buyers who have paid money to the builders for booking of property of any kind and are not being given the possession of the same at the stipulated time or refund of money are also recognised as Financial Creditor under CIRP, it is a big help to the aggrieved home buyers and can go a long way in improving the regulation of real estate in India. The Corporate Debtor can also on its own go for CIRP for quick liquidation of its business provided the Company has no outstanding dues.
The application under CIRP involves lot of complex and legal formalities including drafting of the petition, appointment of IRP i.e. Interim Resolution Professional (Registered with Insolvency and Bankruptcy Board of India), hearing before the Hon’ble bench of NCLT, formation of Committee of Creditors, Advertisement of invitation of Expression of Interest (EOI) and Resolution Plan from prospective Resolution Applicants and lot of other matters.
The expert team of ePRO EXPRESS with qualified and experienced Advocates and Company Secretaries will help you carry out the CIRP process with precision and outmost professional manner and will take care of all the activities involved in the same on your behalf.
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