Blog details

Corporate Matters before NCLAT: Jurisprudence as Settled by the Supreme Court of India

• 26 Jan 2026

Corporate Matters Handled by the

National Company Law Appellate Tribunal (NCLAT)

Blog by:
Jayprakash B. Somani
Advocate, Supreme Court of India & IP
Cell: PA 9322188701
www.jayprakashsomani.com
www.supremecourtlawfirm.com

1. Introduction to NCLAT

The National Company Law Appellate Tribunal (NCLAT) is a specialised appellate tribunal established under the Companies Act, 2013. It functions as the appellate authority against orders passed by:

• National Company Law Tribunal (NCLT)

• Competition Commission of India (CCI)

NCLAT plays a pivotal role in shaping corporate jurisprudence, particularly in company law, insolvency law, competition law, and corporate governance disputes.

2. Statutory Framework Governing NCLAT

• Companies Act, 2013 (Sections 410–434)

• Insolvency and Bankruptcy Code, 2016 (Section 61)

• Competition Act, 2002 (Sections 53A–53T)

• NCLAT Rules, 2016

• CCI (General) Regulations

3. Jurisdiction of NCLAT

NCLAT has appellate jurisdiction over:

1. Orders of NCLT under:

   • Companies Act, 2013

   • Insolvency and Bankruptcy Code, 2016

2. Orders of CCI under the Competition Act, 2002

NCLAT does not conduct original trials; it examines the legality, correctness, and propriety of impugned orders.

4. Major Corporate Matters Handled by NCLAT

4.1 Appeals under the Insolvency and Bankruptcy Code (IBC)

Nature of Matters:

• Admission or rejection of CIRP applications

• Interpretation of “default”, “financial debt”, and “operational debt”

• Validity of moratorium under Section 14

• Approval or rejection of resolution plans

• Liquidation orders

• Avoidance transactions (preferential, undervalued, fraudulent)

These matters constitute the largest volume of NCLAT litigation.

Leading Case Laws:

• Swiss Ribbons Pvt. Ltd. v. Union of India (2019) 4 SCC 17

  • NCLAT rulings affirmed

  • Commercial wisdom of CoC is non-justiciable

• Essar Steel India Ltd. v. Satish Kumar Gupta (2020) 8 SCC 531

  • NCLAT cannot rewrite resolution plans

  • CoC has primacy in distribution of proceeds

• Mobilox Innovations Pvt. Ltd. v. Kirusa Software Pvt. Ltd. (2018) 1 SCC 353

  • “Pre-existing dispute” test under Section 9

  • NCLAT’s reasoning upheld by Supreme Court

4.2 Appeals in Corporate Insolvency Admission Matters

(Sections 7, 9 & 10, IBC)

Issues Decided:

• Limitation under Article 137

• Acknowledgment of debt

• Debt versus default

• Maintainability of insolvency petitions

Case Law:

• B.K. Educational Services v. Parag Gupta (2019) 11 SCC 633

  • Limitation Act applies to IBC proceedings

4.3 Appeals in Liquidation & Dissolution Matters

Corporate Issues:

• Conversion of CIRP into liquidation

• Sale of assets as a going concern

• Priority of claims

• Dissolution of corporate debtor

Case Law:

• Y. Shivram Prasad v. S. Dhanapal (2019) NCLAT

  • Revival possibilities explored before liquidation

4.4 Appeals under the Companies Act, 2013

Matters Include:

• Oppression and mismanagement (Sections 241–242)

• Rectification of register of members

• Director disqualification

• Refusal to register transfer of shares

• Class action suits

• Investigation and SFIO-related orders

Leading Case Laws:

• Cyrus Investments Pvt. Ltd. v. Tata Sons Ltd. (NCLAT, 2019)

  • Found oppression and mismanagement

  • Order later reversed by Supreme Court

• Tata Consultancy Services Ltd. v. Cyrus Investments Pvt. Ltd. (2021) 9 SCC 449

  • Supreme Court restored jurisdictional discipline

  • Business decisions not oppression unless perverse

4.5 Appeals against CCI Orders (Competition Law)

Corporate Issues:

• Cartel penalties

• Abuse of dominance

• Merger control penalties

• Leniency matters

NCLAT acts as the exclusive appellate forum for orders passed by the CCI.

Leading Case Laws:

• Excel Crop Care Ltd. v. CCI (2017) 8 SCC 47

  • Penalty based on relevant turnover

• Mahindra & Mahindra Ltd. v. CCI (2019) NCLAT

  • Abuse of dominance analysis clarified

4.6 Avoidance Transaction Appeals

(Sections 43–51 & 66, IBC)

Issues:

• Preferential transactions

• Undervalued transactions

• Extortionate credit transactions

• Fraudulent trading

Case Law:

• Anuj Jain, IRP v. Axis Bank Ltd. (2020) 8 SCC 401

  • Mortgage transactions scrutinised

  • NCLAT findings affirmed by Supreme Court

5. Powers of NCLAT

NCLAT may:

• Confirm, modify, or set aside NCLT/CCI orders

• Remand matters to NCLT

• Grant interim reliefs

• Interpret statutes governing corporate law

• Ensure uniformity in tribunal jurisprudence

However, it cannot act as a court of equity beyond its statutory powers.

6. Limitation & Procedure

7. Appeals from NCLAT

• Appeal lies to the Supreme Court of India

• Limited strictly to questions of law

• No re-appreciation of facts

Key Case:

• K. Sashidhar v. Indian Overseas Bank (2019) 12 SCC 150

  • Limited judicial review over CoC decisions

8. Constitutional & Institutional Case Law

• Madras Bar Association v. Union of India (2021) 7 SCC 369

  • Independence and composition of NCLAT upheld

• Union of India v. R. Gandhi (2010) 11 SCC 1

  • Foundation for tribunalisation of company law

9. Corporate & Commercial Significance

NCLAT decisions significantly influence:

• Insolvency strategy

• M&A risk assessment

• Corporate governance standards

• Creditor recovery mechanisms

• Competition compliance

10. Conclusion

The National Company Law Appellate Tribunal (NCLAT) is the keystone appellate authority in India’s corporate legal ecosystem. Its rulings define the contours of insolvency law, shareholder rights, competition regulation, and corporate restructuring. Supreme Court jurisprudence has consistently emphasised judicial restraint, commercial wisdom, and time-bound resolution, reinforcing NCLAT’s role as a specialised and efficient appellate forum.