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Home › Find an Advocate › NCLT

NCLT Delhi — the first question is not what your partner did, it is whether the dispute is even yours

Somebody starts a company with a friend, a cousin, a colleague. Years later the money has gone somewhere, the meetings stopped being called, and one of them is outside looking in. They arrive wanting to file a case, and the conversation stalls on a point nobody warned them about: in law the company is a separate person. The money that was taken was taken from it, not from you. The loss is its loss. Which means the ordinary answer — “I will sue him” — is not available, and what is available instead has a gate in front of it before anybody looks at the merits. This page is about that distinction, and about the other thing people get wrong here: insolvency is not a way to make somebody pay you.

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My business partner cheated me. Can I take him to the NCLT?Start one step earlier: who was actually wronged? If company money was taken, the loss belongs to the company, and the long-standing rule from Foss v. Harbottle is that the proper person to complain about a wrong done to a company is the company itself — which the people you are complaining about may well control. What the Companies Act gives a member instead is Section 241, a complaint that the affairs of the company are being conducted oppressively or prejudicially, with Section 242 giving the Tribunal wide powers to put it right. But Section 244 sets who may apply at all — broadly one hundred members, or one-tenth of the members, or members holding one-tenth of the issued share capital, with the Tribunal able to waive it. So the sequence is: whose wrong, then do you have standing, and only then the merits.

What this page covers

  1. The company is a person, and you are not it
  2. Why you cannot simply sue him
  3. Section 241 — what you are actually alleging
  4. Section 244 — the gate before the merits
  5. Start with what is already public
  6. If shares are being issued to reduce you
  7. The company that was really a partnership
  8. Interim relief — the part that decides the case before it is decided
  9. The other half of the NCLT — insolvency
  10. The Code is not a way to make somebody pay you
  11. Section 7, Section 9, Section 10 — who is applying
  12. The pre-existing dispute — and why your old emails decide it
  13. What admission actually changes
  14. Section 238 — why the dates in other proceedings suddenly matter
  15. Home buyers — you are a financial creditor, but read the proviso
  16. The promoter who signed a personal guarantee
  17. Directors, and the limits of the shield
  18. When the NCLT is not your forum at all
  19. LLPs, and the partner dispute that is not a partnership dispute
  20. Class actions, and why you rarely see one
  21. The exit, and the price — what most petitions are really about
  22. Getting a struck-off company back
  23. Schemes, mergers and the other work
  24. Appeals — two different clocks, and they are short
  25. The document that would have prevented most of this
  26. What it costs you, beyond the fee
  27. Where it sits, and what it is like
  28. The hearing day
  29. Free legal services
  30. The corporate record, and why it is the whole case
  31. Where people lose this
  32. What to have before anybody drafts
  33. What our half of a company file looks like
  34. Lines we hold on a company matter
  35. Our charges, stated first
  36. Questions people ask

The company is a person, and you are not it

It is the least intuitive idea in commercial law and everything on this page rests on it.

When a company is incorporated, the law treats it as a person in its own right. It owns its assets. It owes its debts. It makes its own contracts. And when something goes wrong inside it, it is the one injured. The people who own the shares own shares — a bundle of rights against the company — not the company’s bank balance.

That principle comes from Salomon v. Salomon and it has been living in every company dispute ever since. People accept it happily in one direction: it is the reason a failed business did not take the family house. They resist it entirely in the other: it is also the reason that money taken out of the company is not, in law, money taken from you.

The whole page in four lines

A wrong to the company is the company’s wrong, not yours. What a member gets instead is Section 241, and Section 244 is a gate in front of it. Insolvency under the Code is not a way to recover a debt — there is a threshold, and a pre-existing dispute ends most attempts. And nearly every dispute here was preventable by an agreement written when everybody was still friendly.

What is deliberately not on this page because it belongs elsewhere: which court hears a dispute at all is on our Saket page, going up is on our Delhi High Court page, and a bank enforcing security against a company is on our DRT and SARFAESI page.

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Why you cannot simply sue him

The consequence of separate personality has a name. The rule in Foss v. Harbottle is that where a wrong is done to a company, the proper plaintiff is the company itself, and the court will not ordinarily entertain a suit by individual members about it.

Now see the trap that creates, because it is the reason the Companies Act had to intervene. The company sues through its board. The board is controlled by the majority. The majority is the person you are complaining about. So the rule, applied literally, means the wrongdoer decides whether he gets sued.

That is precisely the hole that Section 241 fills. It is not a general right to sue your partner. It is a statutory route for a member to come to the Tribunal and say that the affairs of the company are being conducted in a manner that is oppressive or prejudicial — and it exists because the ordinary route is blocked by the very people complained about.

Section 241 — what you are actually alleging

A member may apply to the Tribunal complaining that the affairs of the company are being conducted in a manner prejudicial or oppressive to him or to any other member or members, or in a manner prejudicial to the interests of the company or to public interest; or that a material change has taken place in the management or control of the company, otherwise than in the interests of its members, and that by reason of that change it is likely that the affairs will be so conducted.

Read the language and notice what it is about: conduct of the affairs of the company. Not a breach of a personal promise. Not a falling out. Not somebody being rude. The things that actually fit are structural.

The kind of thing that fitsThe kind of thing that usually does not
Shares issued so as to dilute a member, without a genuine need for funds“He promised me half and gave me thirty per cent” — that is a contract question
A member excluded from management in a company run as a quasi-partnershipDisagreeing with a commercial decision that was properly taken
Company funds or opportunities diverted to a related entityThe business doing badly
Meetings not called, notices not given, accounts withheldBeing outvoted, fairly, on something
Removal of a director in a manner that breaks the arrangement the company was built onPersonal hostility with no effect on how the affairs are conducted
Siphoning through inflated payments to connected partiesA single irregularity long since corrected

Section 242 then gives the Tribunal its powers, and they are unusually wide — regulating the conduct of the company’s affairs in future, the purchase of one member’s shares by another or by the company, setting aside transfers and transactions, removing or appointing people. In practice the relief most petitioners actually want is an exit at a fair value, and it is worth being honest with yourself early about whether that is what you want.

Section 244 — the gate before the merits

Before anybody looks at what happened, there is the question of whether you may be there at all.

In a company having a share capital, an application under Section 241 may be made by not less than one hundred members of the company, or not less than one-tenth of the total number of its members, whichever is less, or by any member or members holding not less than one-tenth of the issued share capital. The Tribunal may, on an application, waive any of those requirements to enable a member to apply.

For a small closely held company this is often easy — two shareholders, and one of them holds far more than a tenth. It becomes a real obstacle where somebody holds a very small stake, and then the waiver application is a proceeding of its own that has to be argued before the substantive case begins.

Practical consequence worth knowing before you spend anything: find out your exact shareholding from the company’s own filings, not from memory. People are frequently wrong about what they hold, particularly where shares were transferred or allotted in years when nobody was paying attention.

Start with what is already public

The cheapest and most useful first step in almost every company dispute, and the one people skip because it is unglamorous.

A great deal about a company is filed with the Registrar and available to anybody: the annual financial statements and annual return, the details of directors and their changes, charges registered against the company’s assets, and the incorporation documents. That tells you what the company has told the government — and any gap between that and what you were told is itself the beginning of a case.

Get the full set before you instruct anybody. It costs very little, it does not alert anybody, and it converts “I think something is going on” into dates and figures. Our ROC annual filing page explains what those filings are and what they contain.

If shares are being issued to reduce you

The commonest single fact pattern that reaches this Tribunal, and the one where speed matters most.

The pattern is recognisable: a board meeting you were not properly told about, an allotment at a price nobody explained, a stated need for funds that does not match the company’s actual position, and a holding that was thirty per cent last year and eleven per cent now.

What decides it is documents and dates: the notice of the meeting and how it was sent, the minutes, the valuation relied on, the company’s cash position at the time, and where the money that came in actually went. Gather those.

And act quickly, for a practical reason rather than a legal one. Before allotment you are asking the Tribunal to prevent something; afterwards you are asking it to undo something that third parties may since have relied on. Those are very different applications.

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The company that was really a partnership

A category worth naming because it decides many of these cases. Two or three people start a business together, incorporate it because their accountant said to, and run it as partners — everybody works in it, everybody expects to be in management, nobody thinks of themselves as a passive investor.

Where a company is in substance an arrangement of that kind, exclusion from management is treated much more seriously than it would be in a company where somebody simply bought shares. The understanding on which the company was formed becomes relevant, even where it was never written down.

Which leads to the practical instruction: collect the evidence of that understanding. The original messages and emails, how salaries and signing authority were arranged, who signed what, how decisions were actually taken over the years, and anything showing that all of you were expected to run it. That material is what turns “he pushed me out” into a case.

Interim relief — the part that decides the case before it is decided

A Section 241 petition takes a long time. What the company does while it is pending often matters more than the eventual order, and petitioners who think only about the final relief find that there is not much left to win by the time it comes.

So the interim application is not an afterthought. The things worth asking about at the first meeting with counsel — not the fifth — are the ones that freeze the position:

What is at risk while you waitWhat to raise with counsel at once
Further shares being issued, reducing you againRestraining any further allotment or alteration of the shareholding
The company’s main asset being sold or mortgagedRestraining dealings with specified assets outside the ordinary course
Money continuing to move to related partiesDisclosure of related-party transactions, and restrictions on them
Records being altered or lostPreservation of the books, registers and minutes
Meetings being held without youDirections about notice, and in some cases about who chairs
You having no information at allInspection, or periodic disclosure to the Tribunal

An interim application is only as good as what is annexed to it. A general allegation that money is being moved achieves nothing; a bank statement, a ledger entry or a filing that shows a payment to a connected entity achieves a great deal. Which is one more reason to collect the record before anybody knows you are coming.

The other half of the NCLT — insolvency

Everything above is the Companies Act side. The Insolvency and Bankruptcy Code, 2016 also sits with this Tribunal, and it is a different world with a different purpose.

A company insolvency proceeding is not a dispute between two parties that ends in one of them being ordered to pay. It is a collective process: the company’s management is displaced, all creditors come in together, and the objective is a resolution plan for the company — or, failing that, liquidation.

Once you see it that way, the most common misconception falls apart on its own, and it is the subject of the next section.

The Code is not a way to make somebody pay you

Somebody owes your company money. A consultant suggests filing at the NCLT because “they will settle immediately, nobody wants insolvency”. It is common advice and it is usually wrong, for three separate reasons.

Three walls, in the order you will hit them

  • The threshold. Section 4 sets a minimum default for the corporate insolvency process, raised by notification in March 2020 from one lakh to one crore rupees. Below it, the door is simply shut. Confirm the current figure before relying on it — thresholds move by notification — but assume the door is high.
  • The pre-existing dispute. If the debtor shows a dispute existed before your demand notice, the application goes. This is dealt with in its own section below and it defeats a very large share of operational creditor applications.
  • The purpose. The Code exists to resolve insolvency, not to recover debts, and using it as a lever against a solvent company is exactly what the Tribunal is alert to. There can be consequences for doing it.

If what you want is your money, the honest answer is usually a different forum — a civil recovery suit, or a summary suit, or the consumer route where it fits. A legal notice properly drawn, with the figures and the dates, does more work in these situations than most people expect and costs a fraction of the alternative.

Section 7, Section 9, Section 10 — who is applying

Who appliesWhat it needs
Section 7A financial creditor — somebody who lent moneyProof of the debt and of default
Section 9An operational creditor — somebody owed for goods or services suppliedA demand notice under Section 8 first, with ten days for the debtor to respond — and no pre-existing dispute
Section 10The corporate debtor itselfIts own default, and the authority to apply

The operational creditor route is the one most small businesses are pointed at, and it is also the most easily defeated. Which is the next section, and it deserves its own.

The pre-existing dispute — and why your old emails decide it

An application by an operational creditor follows a demand notice under Section 8. The corporate debtor then has ten days to respond, and the response that ends the matter is not payment — it is showing that a dispute already existed before the notice arrived.

In Mobilox Innovations v. Kirusa Software the Supreme Court held that the definition of dispute is an inclusive one and is not confined to a suit or arbitration already pending. The Tribunal’s task at that stage is narrow: to see whether there is a plausible contention that requires further investigation, and whether the defence is a patently feeble argument or an assertion unsupported by evidence. It does not decide who is right.

If you are owed moneyIf you are being pressed
Check, before spending anything, whether the other side ever complained in writing — about quality, delay, quantity, anythingFind every written complaint you made, with its date. A quality complaint sent last year is worth more than any argument now
An objection raised only after your notice is a different thing from one raised before itRaise genuine objections when they happen, in writing. Not when a notice arrives
If there is a real dispute, this is not your route. Choose a forum that decides disputesKeep the correspondence complete rather than in extracts — the dates carry the weight

The instruction that comes out of this is the same for every business reading the page and it costs nothing: when something goes wrong with a supplier or a customer, put it in writing that week. Not to be difficult — to have a dated record of what was said when it was said.

What admission actually changes

If an application is admitted, the process starts and it is not a proceeding anybody controls from outside. For a promoter or a director, the sentence that matters is this: from admission, you are no longer running your company.

Section 12 sets one hundred and eighty days for the process, extendable by up to ninety, with an outer limit of three hundred and thirty days including time taken in legal proceedings. This page prints no view about how long matters actually take, because it varies enormously and a figure would mislead.

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Section 238 — why the dates in other proceedings suddenly matter

The Code provides that its provisions have effect notwithstanding anything inconsistent contained in any other law in force. That is a strong overriding clause and it has a very practical consequence for anybody with more than one thing running.

A recovery suit progressing comfortably, an arbitration part-heard, a bank enforcing security under SARFAESI — all of these are affected once insolvency is admitted, and what governs is the sequence of dates rather than which proceeding feels more important.

So if your company has proceedings in more than one forum, the single most useful thing you can prepare is a dated timeline: what was filed where, on what date, and what happened in each. Take that to counsel. It is the first thing they will build and you are the only person who can supply it quickly.

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Home buyers — you are a financial creditor, but read the proviso

One of the most searched questions about this Tribunal, and one where half the internet gives an answer that stopped being complete some years ago.

It is correct that a person who has paid a builder for a flat is treated as a financial creditor under the Code — amounts raised from an allottee under a real estate project are deemed to have the commercial effect of a borrowing. That was the 2018 change and it was genuinely significant: it put home buyers in the committee of creditors rather than at the back of the queue.

Then came the part people quote less often. An application by allottees has to be filed jointly by not less than one hundred allottees of the same real estate project, or ten per cent of the total allottees of that project, whichever is less. A single buyer cannot file. That requirement was introduced in 2020 and its validity has been considered and upheld.

The honest advice that follows is not what an angry buyer wants to hear. Insolvency puts the project into a collective process whose outcome is a resolution plan — it is not a route to your refund, and it is slow. If what you want is possession, a refund with interest, or compensation, look first at RERA and at the consumer commissions, which exist for exactly that. Come here when the builder has genuinely collapsed and a collective process is the only thing left.

The promoter who signed a personal guarantee

A part of this that promoters routinely do not know until it is on them, and it deserves to be said plainly.

When a company borrows, the bank almost always takes personal guarantees from the promoters. For years those guarantees felt theoretical. They are not. Insolvency proceedings against a personal guarantor to a corporate debtor are now provided for, and where the corporate insolvency of the company is pending, an application relating to the personal guarantor is filed before the same Tribunal — so the company’s insolvency and the guarantor’s can end up in the same room.

Two practical consequences. First, a promoter cannot treat the company’s insolvency as the end of their own exposure; it may be the beginning of it. Second, this makes personal advice, separate from the company’s advice, necessary rather than cautious — because the company’s interests and the guarantor’s stopped being identical the moment it started.

If you signed a guarantee years ago and cannot now remember its terms, get the document. People are frequently wrong about what they guaranteed, for how much, and whether it was limited in any way.

Directors, and the limits of the shield

Separate personality protects a director from the company’s debts as a general matter. It is not an unlimited shield, and it is worth knowing where the edges are rather than discovering them.

Liability can attach where a statute fastens it on persons in charge of and responsible to the company for the conduct of its business, where specific duties are placed on particular officers, and where conduct in the period before insolvency is examined. Independent and non-executive directors are in a different position from executive ones, and a person who was a director only on paper is in a different position again — but that position has to be established from the company’s own records rather than asserted.

If you are a director and something has started

  • Get your own advice, separately from the company’s. Where interests may diverge, they already have.
  • Collect what establishes your actual role: appointment documents, board minutes, the delegation of authority, the bank mandate showing who could sign.
  • Do not sign anything new on the company’s behalf without asking what it commits you to personally.
  • If you have genuinely resigned, check that it was filed — people discover years later that the record still shows them as a director. Our director appointment and resignation page covers that filing.

When the NCLT is not your forum at all

A surprising share of people who arrive here belong somewhere else, and finding that out after filing is expensive.

Your situationWhere it actually goes
A dispute between partners in an ordinary partnership firmCivil court — the NCLT deals with companies and LLPs. See our Saket page
You want your money from a company, and it is a real debt with no insolvency in sightA recovery suit, or a summary suit. See our Dwarka page on what has to be proved
You bought something defective from a companyConsumer commission
Your flat is delayed by a builderRERA or the consumer route, depending on what you want
An employment dispute with a companyThe labour forums, not this one
A cheque issued by a company bouncedThe criminal complaint route under the Negotiable Instruments Act
A bank is enforcing security against the companyDRT and SARFAESI — unless insolvency has been admitted, which changes it

LLPs, and the partner dispute that is not a partnership dispute

A distinction worth setting out, because the word “partner” hides it.

An ordinary partnership firm is not a separate person from its partners in the way a company is, and a dispute between its partners goes to the civil court. A limited liability partnership is different: it is a body corporate with its own legal personality, and matters concerning it — including winding up — come to this Tribunal rather than to a civil court.

So two people who describe themselves identically as “business partners” can be in completely different forums depending on a decision somebody made at registration, possibly years ago and possibly on an accountant’s advice.

Find out which you actually are before anything is drafted. It takes five minutes on the public record and it decides where you file. And if it is an LLP, the agreement between the partners does a great deal of work here, exactly as a shareholders agreement does for a company — which is the section further down that costs the least and saves the most.

Class actions, and why you rarely see one

The Companies Act also provides for a class action — a proceeding brought by a group of members or depositors where the affairs of the company are being conducted in a manner prejudicial to their interests, against the company, its directors, its auditors and others.

On paper it is a powerful thing. In practice it is used far less than the provision suggests, because assembling a qualifying group, funding a long proceeding collectively and holding the group together through it are hard in a way the statute does not help with.

Worth knowing it exists, and worth asking about where a genuine group of small shareholders or depositors has been affected by the same conduct — which is a different and stronger situation than one person’s grievance. For a single member, Section 241 remains the route.

The exit, and the price — what most petitions are really about

Strip away the pleadings and a very large share of Section 241 petitions are about one thing: the petitioner wants out, at a price that is not an insult.

Section 242 allows the Tribunal to order the purchase of the shares of any members by other members or by the company itself, so the relief exists. What people underestimate is that the fight then moves to valuation, and valuation is a battle of material rather than of argument.

What actually moves a valuation

  • The audited accounts — and any gap between what they show and what the business visibly does.
  • Related-party transactions: money leaving to connected entities depresses the very profits the valuation is built on.
  • Assets held at historical cost, particularly property, where the real value is many times the book figure.
  • The valuation date, which can be worth more than the method, and is itself argued.
  • Comparable transactions — what anybody actually paid for shares in this company, ever.

Two things to do early. Collect the accounts for every year you can get, not just the recent ones. And be clear with your own advocate about what outcome you actually want — a fair exit or control of the company — because petitions drafted for one and argued for the other take years and satisfy nobody.

Getting a struck-off company back

A quieter but very common piece of the Tribunal’s work. A company stops filing, the Registrar strikes it off, and two years later somebody discovers the bank account is frozen or a property cannot be dealt with because the owner no longer legally exists.

Section 252 provides for an appeal against the striking off and for restoration where the Tribunal is satisfied that the company was carrying on business or that it is otherwise just to restore it.

The practical part is the backlog. Restoration does not forgive the returns that were not filed; they still have to be filed, with whatever follows from having filed them late. Budget for that alongside the application — our ROC annual filing and strike off pages set out the filings involved.

Schemes, mergers and the other work

Not everything here is a fight. Schemes of compromise, arrangement, merger and amalgamation come before this Tribunal, along with reductions of capital and other corporate steps that need approval.

These are process matters rather than disputes — meetings to be convened, notices to be given to members and creditors and to the authorities, objections to be dealt with, and approvals obtained in sequence. They are decided on whether every step was done correctly, which is why they are almost entirely a documentation exercise, and why they go wrong on notices rather than on substance.

Appeals — two different clocks, and they are short

Which period applies to your order?

Under the Companies Act, Section 421 gives an appeal to the National Company Law Appellate Tribunal within forty-five days.
Under the Insolvency Code, Section 61 gives thirty days, which the Appellate Tribunal may extend by up to a further fifteen days on sufficient cause being shown.

Two different statutes, two different periods, one tribunal. So the question to put to counsel on the day any order comes is not “should we appeal” but “which of the two periods applies, and what is the last date”. Write the answer down.

Apply for the certified copy the same week — we obtain certified true copies — and we draw appeal papers and the applications that accompany them, on counsel’s instructions.

The document that would have prevented most of this

We see the same dispute repeatedly and it is nearly always the same omission. Two or three people start a company on trust and never write down what happens when the trust runs out.

A shareholders agreement, drawn before anything goes wrong, deals with exactly the things that otherwise end up before this Tribunal:

We draft shareholders agreements, share purchase agreements, share transfer documentation and partnership deeds. This is genuinely the cheapest paragraph on the page: a properly drawn agreement costs a small fraction of one Tribunal petition, and the right time for it is while everybody is still getting on.

What it costs you, beyond the fee

Worth saying once, plainly, because nobody says it at the start.

A contested company petition is long. It is also, unusually, a proceeding in which the other side is spending the company’s money on lawyers while you are spending your own. That asymmetry is real, it is felt most at about month eighteen, and it is the single biggest reason petitioners settle for less than they should.

Two ways to answer it. Decide early what outcome you actually want, and price it — a fair exit is a number, and knowing your number makes a settlement offer something you can evaluate instead of something you react to. And where more than one member has the same grievance, come together: the cost is shared, the standing question gets easier, and a pattern across several members is far harder to explain away than one person’s account.

None of that is a reason not to bring a genuine case. It is a reason to go in with the arithmetic done rather than discovering it in year two.

Where it sits, and what it is like

The National Company Law Tribunal has benches in New Delhi, and the Appellate Tribunal sits here too. It is a tribunal, not a civil court: it moves faster, it runs on documents, and it is far less forgiving about the papers than an ordinary court would be.

No addresses, bench allocation or timings appear here, for the reason none do anywhere on this site — they are administrative and they change. Confirm from the current official source or from your advocate’s clerk.

The hearing day

Allow for security screening apart from the journey and carry government photo identity. Bring your own full set of papers even when everything has been filed electronically.

One thing peculiar to this tribunal: matters here turn on what a specific board resolution said on a specific date, or what was filed with the Registrar in a particular year. Bring the corporate record itself, indexed, rather than a summary of it. Being able to open the right page while standing there is worth a hearing.

Free legal services

They exist, and they matter less here than on most of our pages — a company dispute is rarely a matter where a person qualifies, and a company as such is a different question. Where it does apply is the individual: a small shareholder who has been pushed out and has nothing left is an individual, whatever the dispute is about.

Entitlement comes from the Legal Services Authorities Act, 1987, a woman qualifies whatever her income, and the court complexes keep a legal services desk. The numbers are 1516 in Delhi and 15100 across the country. Ask rather than assume the answer is no.

The corporate record, and why it is the whole case

In a company matter, the file is not evidence about the case. It very nearly is the case.

Assemble: the certificate of incorporation, the memorandum and articles, every shareholders or joint venture agreement and every amendment, the share certificates and the register of members, every allotment and transfer, board and general meeting notices and minutes, the annual filings, the audited accounts, the bank mandates and signing authorities, every related-party transaction you know of, and the full correspondence.

At the front, one page in date order: what happened, what was filed, what you received or did not receive. Scan everything as you collect it. In a matter where the other side controls the company’s records, the documents you hold are disproportionately valuable — so collect them before anybody knows you are going to.

Where people lose this

What people doWhat it produces
Frame a wrong to the company as a wrong to themselvesA petition that fails on standing before anybody reads the facts
Never check their actual shareholdingA Section 244 problem discovered after filing
Wait to see what happens after a dilutive allotmentAsking to undo instead of asking to prevent
File insolvency to force payment of a small invoiceBelow the threshold, or defeated by a pre-existing dispute — and possibly costs
Raise a quality complaint only after receiving a demand noticeA dispute that looks manufactured rather than pre-existing
Take a partnership-firm dispute to the NCLTWrong forum, weeks lost
Rely on memory for what was agreed at the startA quasi-partnership argument with nothing to support it
Leave the company’s records with the other side and collect nothingA case about documents, run by the person who holds them
Assume the same appeal period applies to every NCLT orderThirty days treated as forty-five, and an appeal out of time
Start a company with friends and no written agreementEverything above

What to have before anybody drafts

Incorporation certificate, memorandum and articles. Every agreement between the shareholders, and every amendment. Your share certificates and whatever you have of the register of members. Board and general meeting notices, agendas and minutes for the relevant period. The annual filings and audited accounts from the Registrar. Bank mandates and signing authority. Correspondence, in full. And your own dated note of what was agreed when the company was formed.

Add affidavits sworn before an oath commissioner, translations of anything not in the language of the proceeding, and one consistent spelling of every name and entity across the whole bundle — in company matters, where the same person appears in filings, agreements and minutes, mismatches are common and each one invites a question.

What our half of a company file looks like

Documentation and filing support, nothing beyond. Nobody here is an advocate, nobody appears before any tribunal, and nobody advises on whether you have a case. Our work is the petition and applications typed and drawn to counsel’s instructions, the reply, the corporate record assembled, indexed and paginated so a tribunal can follow it, the affidavits and their swearing, board resolutions and share transmission papers where they are needed, translations, and certified copies when orders come.

What is argued belongs to your advocate. Court work is for your advocate, whose fee is engaged and paid by you directly; we do not quote, collect or share it. On this subject we would add one thing: the useful conversation is usually earlier than people think — at the shareholders agreement, not at the petition. The directory is free to open and free to write through, it runs A to Z, and no listing on it was bought.

Lines we hold on a company matter

  • Backdating a resolution, a minute, a notice or an agreement. This request arrives in company work more often than in any other category on this site, and the answer is no in every form it is asked.
  • Preparing minutes of a meeting we have been told did not take place, or a notice we have been told was never sent.
  • Filing anything for a company on the instructions of somebody who does not have authority to give them. If two people are claiming control, we stop and say so.
  • Drafting an insolvency application we have been told is meant to pressure a solvent company into settling.
  • Advising whether you have a case, which forum to choose, or what to accept. Those decide the matter and they are counsel’s.
  • Any suggestion that a filing, a listing or an officer can be arranged. The conversation ends there.
  • Putting one advocate ahead of another, or naming a best one. The directory is alphabetical and that is all it is.
  • Printing, collecting or passing on what any advocate charges.
  • Holding your original documents. Those stay with you.

Our charges, stated first

Each document carries its own figure on its own service page, readable before you order anything at all. Tribunal fees and whatever a government office levies appear separately from ours, because that money belongs to them and we never handle it.

You are told the whole amount before work starts and none of it is taken in advance. And on a company matter we will often say something that costs us the job: if what you actually need is a shareholders agreement rather than a petition, that is what we will tell you on the call.

Sources and a caution

  • The Companies Act, 2013 — Section 241 (application to the Tribunal for relief in cases of oppression and mismanagement), Section 242 (powers of the Tribunal), Section 244 (right to apply: one hundred members, or one-tenth of the members, or members holding one-tenth of the issued share capital, with power in the Tribunal to waive), Section 252 (appeal against striking off and restoration), and Section 421 (appeal to the National Company Law Appellate Tribunal within forty-five days).
  • Salomon v. Salomon & Co Ltd — the separate legal personality of a company.
  • Foss v. Harbottle — the proper plaintiff in respect of a wrong done to a company is the company itself.
  • The Insolvency and Bankruptcy Code, 2016 — Section 4 (minimum amount of default; raised by notification in March 2020 from one lakh to one crore rupees — a figure set by notification and to be confirmed before it is relied on), Section 7 (financial creditor), Sections 8 and 9 (operational creditor, demand notice and ten days), Section 10 (corporate applicant), Section 12 (one hundred and eighty days, extendable by ninety, with an outer limit of three hundred and thirty days), Section 14 (moratorium), Section 61 (appeal to the Appellate Tribunal within thirty days, extendable by up to fifteen on sufficient cause) and Section 238 (overriding effect).
  • Mobilox Innovations Pvt Ltd v. Kirusa Software Pvt Ltd — the definition of “dispute” is inclusive; the Tribunal sees whether there is a plausible contention requiring further investigation, and does not decide the merits at that stage.
  • The Legal Services Authorities Act, 1987 — entitlement to free legal services. Delhi income limits and helpline numbers are published by the Delhi State Legal Services Authority and are revised.
  • Bar Council of India Rules, Part VI Chapter II, Rule 36 — why nothing on this site ranks, rates or prices an advocate.
  • Deliberately not stated here: tribunal fees, bench allocation, the criteria on which a Section 244 waiver is granted, and how long matters actually take in practice. Each of these changes or depends on the case.
  • This page is general information about how the Tribunal works. It is not advice about any company or any dispute. Whether a given set of facts amounts to oppression or mismanagement, whether you have standing, and whether the Code is available at all are legal questions on your own facts, and in company matters the cost of getting them wrong is high.
FAQ

The NCLT — questions people ask

My partner cheated me in our company. Can I file a case at the NCLT?
Possibly — but the first question is not what he did, it is who was wronged. If money was taken out of the company, the loss is the company’s, not yours, and the rule going back to Foss v. Harbottle is that the proper person to complain about a wrong to a company is the company itself. What the Companies Act gives a minority shareholder instead is Section 241, and it comes with its own gate in Section 244. Almost every conversation about the NCLT begins by getting that distinction wrong.
What is a company being a “separate person”? It is my business.
Once it is incorporated, it is not. In law the company owns its assets, owes its debts and suffers its own losses, separately from the people who own the shares — the principle from Salomon v. Salomon. That is why the profits were never yours until declared, why the company’s money being taken is the company’s injury, and why you cannot simply sue as though it happened to you. It is also, of course, why your house was safe when the business failed.
What is Section 241 about?
It lets a member complain to the Tribunal that the affairs of the company are being conducted in a manner prejudicial or oppressive to him, or prejudicial to the interests of the company or to the public interest, or that a material change has taken place in the management or control in a way that is prejudicial. Section 242 then gives the Tribunal wide powers to put things right, and they are genuinely wide — regulating the conduct of affairs, purchase of shares, setting aside transactions, removing people.
Can any shareholder file under Section 241?
No, and this stops most people. Section 244 sets who may apply: in a company having a share capital, not less than one hundred members or one-tenth of the total number of members, whichever is less, or members holding not less than one-tenth of the issued share capital. The Tribunal may waive those requirements to let a member apply. So a person with a small holding is not automatically shut out — but they are asking for a waiver first, and that is its own application.
What else does the NCLT do?
Rather a lot besides disputes. Schemes of compromise, arrangement, merger and amalgamation come to it. Restoring a company that has been struck off comes to it. Class actions come to it. And the whole corporate insolvency process under the Insolvency and Bankruptcy Code, 2016 sits with it, which is what most people have actually heard of.
Somebody owes my company money. Should I file insolvency to make them pay?
This is the single most important question on the page and the honest answer is usually no. The Code is not a recovery mechanism. It is a process for resolving the insolvency of a company, and using it as a lever to extract payment from a solvent business is exactly what the Tribunal watches for. There is also a threshold (below), and a defence (below) that ends most such applications.
What is the threshold?
Section 4 of the Code sets a minimum default for the corporate insolvency process, and it was raised by notification in March 2020 from one lakh to one crore rupees. Treat that as a figure to confirm rather than rely on, because thresholds are set by notification and can change — but the practical consequence is worth knowing now: a small unpaid invoice cannot be taken to the NCLT at all, and a great many people spend months finding that out.
What is a “pre-existing dispute”?
The thing that defeats most operational creditor applications. An application under Section 9 follows a demand notice under Section 8, and if the corporate debtor shows that a dispute existed before that notice, the application is rejected. In Mobilox Innovations v. Kirusa Software the Supreme Court held that the definition of dispute is an inclusive one and that the Tribunal only has to see whether there is a plausible contention requiring further investigation — not to decide who is right.
So what does that mean if I am the one being pressed?
It means the emails matter enormously. A company that raised a quality complaint, a billing objection or a counter-claim in writing before the demand notice arrived is in a materially different position from one that simply did not pay. Which also means: if you have a genuine complaint about goods or services, put it in writing when it happens, not when a notice arrives.
What is the difference between Section 7 and Section 9?
Who is applying. Section 7 is a financial creditor — somebody who lent money. Section 9 is an operational creditor — somebody owed for goods or services supplied, and it requires the Section 8 demand notice first, with ten days for the debtor to respond. Section 10 is the company applying about itself. The routes are different in what has to be proved and in how easily they are defeated.
What happens if insolvency is admitted?
A great deal, and quickly. A moratorium under Section 14 comes into force, which stays suits and proceedings against the company and prevents enforcement of security. The board is displaced and a professional takes over the management. Creditors form a committee. From the promoter’s point of view the important sentence is this: admission is the point after which you are no longer running your company.
How long does the process take?
Section 12 sets one hundred and eighty days, extendable by up to ninety, with an outer limit of three hundred and thirty days including any time taken in legal proceedings. Whether matters finish within that in practice is a different question and this page will not pretend to an average. What is worth planning around is that once it starts, it is not a proceeding anybody controls from outside.
I am a director. Am I personally liable?
Not automatically — that is what separate personality means — but there are important situations where liability attaches to persons in charge of and responsible for the conduct of the business, where specific duties fall on particular officers, and where conduct before insolvency is examined. A person who signed nothing and knew nothing is in a different position from one who did, and that position has to be established from the company’s own records. Take advice in your own capacity, not only through the company.
Can the NCLT settle a dispute between two partners in a partnership firm?
No. The NCLT deals with companies and limited liability partnerships, and an ordinary partnership firm is not one. That dispute goes to the civil court, and which court can hear it is worked through on our Saket page. This confusion is common and it costs people a filing fee and several weeks.
Our company was struck off. Can we bring it back?
Yes, that is one of the things the Tribunal does — Section 252 provides for an appeal against a striking off and for restoration where the Tribunal is satisfied it was carried on in business or that restoration is otherwise just. The practical work is the compliance backlog that caused it: the returns that were not filed will still have to be filed. Our ROC annual filing and strike off pages cover that side.
Where do I appeal an NCLT order?
To the National Company Law Appellate Tribunal. Under the Companies Act, Section 421 provides an appeal within forty-five days. Under the Insolvency Code, Section 61 provides thirty days, which the Appellate Tribunal may extend by up to a further fifteen days on sufficient cause. Those are short and different from each other, so the first question after any adverse order is which of the two governs yours.
Does the Code override other laws?
Section 238 provides that the Code has effect notwithstanding anything inconsistent in any other law. That is why a proceeding running comfortably elsewhere can be brought to a halt once insolvency is admitted, and why the sequence of dates matters so much in these matters. If you have proceedings running in more than one forum, put the dates in front of counsel as a timeline.
I am a home buyer / a small supplier. Is the NCLT my route?
It depends entirely on what you want. If you want your money or your flat, there are usually faster and better-suited forums — our consumer court page and the RERA route exist for exactly that. The Code gets you into a collective process whose outcome is a resolution plan, not a payment to you. Choose the forum by the outcome you want, not by which sounds most serious.
Is a shareholders agreement worth having, if all this exists anyway?
It is the cheapest thing on this page by an enormous margin. Most of the disputes that reach the Tribunal — exclusion from management, a share issue that dilutes somebody, deadlock, no exit route — are things a properly drawn agreement deals with in advance, at a fraction of the cost and without years. We draft shareholders agreements, and the time to do it is when everybody is still friendly.
They are issuing new shares to reduce my holding. What do I do?
Act quickly rather than waiting to see. Dilution is a classic ground in a Section 241 petition, but it also has a practical dimension: once the allotment is done and the register is altered, you are asking to undo something instead of to prevent it. Gather the board and general meeting papers, the notices you did or did not receive, and the valuation relied on — and take advice this week.
They have stopped giving me any information about the company.
Note that a good deal of it is public. Annual filings, charges, director details and financial statements filed with the Registrar can be obtained by anybody, and starting there is both cheap and useful because it tells you what the company has told the government. What is not public — board minutes, registers, agreements — is a different question, and a member’s right of inspection has its own boundaries. Get the public set first.
How is the NCLT different from an ordinary court to sit in?
It is a tribunal, it runs on documents, and it moves faster than a civil court while being far less forgiving about the papers. A matter here is largely decided by what is on record — the filings, the minutes, the agreements, the correspondence. The person with a complete, indexed, paginated set is in a different position from the one with a story.
Do I need an advocate for the NCLT?
Yes, and this is not a close question. The procedure is specialised, the time limits are short, the other side is invariably represented, and the underlying law — corporate personality, standing, thresholds, pre-existing disputes — is exactly the territory where a self-represented person loses on a point they did not know existed. Where a matter can sensibly be run alone, we say so; this is not one of those.
Can Legal Space Services appear for me at the NCLT?
No. We are a documentation and filing business, not a law firm, and nobody here appears before any tribunal. Our half is the paper — the petition and applications typed to counsel’s instructions, the company documents assembled and indexed, the affidavits, the translations, the certified copies. Court work is for your advocate, whose fee is engaged and paid by you directly; we do not quote, collect or share it.
What does your own work cost?
Each document carries its price on its own service page, so you can see it before you order. Tribunal fees and anything a government office levies are shown apart from ours, since that money is theirs and never passes through us. The whole figure is told to you before work begins, and none of it is taken in advance.

Before you decide whose case this is, let us look at the papers.

Send the incorporation documents, whatever agreement exists, and the filings you can get. We will tell you what the record actually shows, what is missing from it, and what a complete set of papers would contain — and put the directory in front of you, because whether the wrong is yours or the company's is the question that decides everything and it is not one to settle from a web page. Searching it is free and no commission from anybody on it reaches us.

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