The Companies Act, 2013 establishes a comprehensive legal framework with specialized judicial bodies to address corporate disputes and regulatory matters. This document outlines the key adjudicatory forums under the Act.

1. National Company Law Tribunal (NCLT)

Primary adjudicating authority for corporate matters. The NCLT has jurisdiction over:

• Company incorporation and registration disputes.
• Oppression and mismanagement (Section 241-246).
• Revival and rehabilitation of sick companies.
• Winding up of companies (both voluntary and compulsory).
• Corporate insolvency resolution under the IBC, 2016.

Important Notes:

Please be advised that cases falling under the jurisdiction of the National Company Law Tribunal (NCLT) cannot be adjudicated by civil courts. Consequently, any violations not explicitly covered under the Companies Act, but arising from the same cause of action related to the Companies Act, 2013, must be addressed by the NCLT to prevent duplication of litigation.

Additionally, if the case involves violations of Securities and Exchange Board of India (SEBI) regulations, there will be concurrent proceedings before the Securities Appellate Tribunal (SAT). Offenses under the Prevention of Money Laundering Act (PMLA) will be addressed by the Enforcement Directorate (ED).

Orders issued by Regional Directors cannot be appealed through the NCLT; aggrieved parties must approach the High Court under its writ jurisdiction.

In cases involving compounding of offenses, the Registrar of Companies can only impose the maximum statutory penalty with no discretion to reduce it, and no appeal mechanism is provided.

2. National Company Law Appellate Tribunal (NCLAT)

Appellate authority for NCLT decisions. The NCLAT hears appeals against:

• Orders of NCLT.
• Orders of Insolvency and Bankruptcy Board of India (IBBI).
• Orders passed by the Competition Commission of India (CCI).

NCLAT decisions can be challenged before the Supreme Court of India only on the question of law.

3. Special Courts (Section 435-438)

Established for expeditious trial of corporate offenses

Special Courts handle:

• Fraudulent activities (Section 447).
• Serious violations of the Companies Act like Disobeying the direction issued by the Registrar
• Non-compliance with statutory requirements like failing to pay dividends intentionally.

Offenses punishable with imprisonment of 2 years or more fall under the jurisdiction of Special Courts.

4. Metropolitan Magistrates (Section 452)

Section 452, concerning wrongful withholding of property, represents an exception to the general jurisdictional framework. Cases under this section are exclusively handled by Metropolitan Magistrates, as neither the NCLT nor Special Courts have jurisdiction in such matters.

5. Serious Fraud Investigation Office (SFIO)

The Central Government may direct the SFIO to investigate a company’s affairs in the following circumstances:-

• Upon receiving reports from the Registrar or inspector after examination of company records
• Following notification of a Special Resolution passed by a company requesting investigation
• When deemed in the public interest
• At the request of any Central or State Government department.

This is used as a tool by the shareholders of the company as they can simply pass a special resolution to investigate the affairs of the company and the Central Government, if it is satisfied, might start the investigation.