The establishment of the National Company Law Tribunal (“NCLT”) and the National Company Law Appellate Tribunal (“NCLAT”) represented a pivotal moment in India’s corporate litigation landscape. These statutory tribunals were conceived as part of a broader project to modernise the adjudication of corporate disputes in India by relevant domain experts. However, nearly a decade after their operationalisation, the functioning of the NCLT and NCLAT has exposed a growing tension. The statutory architecture of the NCLT and NCLAT rests on exclusive jurisdiction-conferring clauses such as Section 430 of the Companies Act, 2013 (the “Companies Act”), and Section 60 of the Insolvency and Bankruptcy Code, 2016 (the “IBC”). These provisions expressly bar the jurisdiction of civil courts in matters where these tribunals are empowered to adjudicate. Appellate mechanisms under both the above statutes envisage a streamlined appeal mechanism from the NCLT to the NCLAT, and ultimately to the Supreme Court of India.
While in theory, this framework appears robust, in practice, however, these tribunals have become increasingly enmeshed in jurisdictional conflicts with civil courts, arbitral tribunals, sectoral regulators, and specialised adjudicatory bodies. As a result, the corporate litigation regime in India is characterised by procedural inconsistency, overlapping authority, leading to the tactical use of forum shopping by litigants.
In this note, we investigate these conflicts through a focused examination of four key domains that fall within the remit of the NCLT and the NCLAT: (i) corporate insolvency; (ii) corporate restructuring; (iii) shareholder governance and remedies; and (iv) auditor fraud and misconduct. The ambiguities in these areas have enabled litigants to exploit institutional gaps, undermining efficiency, delaying resolution and producing conflicting outcomes. To address these concerns, we propose certain legislative and procedural reforms aimed at restoring the exclusivity and institutional integrity that the framework was originally designed to achieve.
