Transaction Advisory

NCLT & Tribunal Matters

The National Company Law Tribunal (NCLT) is the principal adjudicatory forum for corporate disputes, restructuring proceedings, and insolvency matters in India. We provide comprehensive secretarial and advisory support for NCLT matters — from scheme filings to insolvency proceedings and shareholder disputes.

NCLT proceedings require a precise combination of corporate law expertise, procedural knowledge, and statutory compliance. Whether the matter involves a scheme of arrangement, a petition for oppression and mismanagement, an insolvency application under the IBC, or a class action complaint, the documentation requirements are extensive and the procedural standards are exacting. Our role is to ensure that every filing is complete, accurate, and submitted within the prescribed timelines.

NCLT Practice Areas

Scheme of Arrangement

Preparation and filing of petitions for mergers, demergers, amalgamations, and capital restructuring under Sections 230–232 of the Companies Act — including board and shareholder resolutions, valuation reports, and NCLT application.

Merger & Amalgamation Filings

End-to-end support for merger and amalgamation proceedings — from pre-merger compliance audit to final RoC filings post-NCLT order, including NCLT-1 to NCLT-11 forms.

Demerger & Business Transfer

Documentation and filing support for demergers, slump sales, and court-approved business transfers — including appointed date structuring and cross-border demerger advisory.

Oppression & Mismanagement

Advisory and documentation support for petitions under Sections 241–244 — oppression of minority shareholders, mismanagement of company affairs, and related interim relief applications.

IBC — Corporate Insolvency Resolution

Support for CIRP proceedings under the Insolvency and Bankruptcy Code — including NCLT application preparation, information memorandum support, and resolution plan documentation.

IBC — Voluntary Liquidation

Documentation support for voluntary liquidation proceedings under the IBC — including NCLT filing, liquidator coordination, and final dissolution compliance.

Class Action Petitions

Advisory and filing support for class action complaints under Section 245 — by members or depositors against the company, directors, or auditors.

Reduction of Capital

Preparation of petitions for reduction of share capital under Section 66 — including special resolution, solvency declaration, and NCLT confirmation order compliance.

The Role of a Company Secretary in NCLT Matters

A practising Company Secretary plays a central role in NCLT proceedings — not as legal counsel, but as the corporate law and compliance expert who prepares the documentation, verifies statutory compliance, and coordinates with legal counsel on the secretarial dimensions of the petition. The quality of NCLT filings depends significantly on the completeness and accuracy of the underlying corporate documents — board resolutions, statutory registers, financial statements, and shareholder records.

NCLT proceedings are often delayed not by legal complexity but by incomplete documentation. Our role is to ensure that every document required for the petition is prepared, verified, and filed without gaps.

What We Do

We work alongside legal counsel — not instead of them. Our role is the secretarial and compliance dimension of NCLT matters: preparing board and shareholder resolutions, verifying statutory compliance, preparing NCLT forms, coordinating with the RoC, and ensuring that the corporate record reflects the transaction accurately before and after the NCLT order. For insolvency matters, we provide documentation support and liaise with the resolution professional or liquidator as required.

What You Get

  • Scheme of arrangement petition preparation — board resolutions, shareholder resolutions, NCLT-1 filing
  • Merger and amalgamation compliance — pre-merger audit to post-order RoC filings
  • Oppression and mismanagement petition documentation under Sections 241–244
  • IBC CIRP and voluntary liquidation documentation and filing support
  • Class action complaint preparation under Section 245
  • Coordination with legal counsel on the secretarial dimensions of all NCLT matters

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