Introduction

Do the words ‘corporate litigation’ run an electric wave down your spine? Are you willing, ready and excited to bungee jump into the arena of corporate battles? Or are you a ‘never give up’ justice seeker hell bent on getting shareholders their rightful dues from the management? Are you an experienced litigator in different areas, but are now tilting towards corporate litigation? Are you finding that clients who come to you for corporate consultancy and compliance work now need someone to represent them before a forum for insolvency/amalgamation matters, and you need to know how to help them?

If you are in any of the above spaces, you will move towards National Company Law Tribunal (NCLT) litigation. The NCLT is a uniquely placed tribunal, since it performs the dual role of a Tribunal under the Companies Act, 2013 and the Adjudicating Authority under the Insolvency and Bankruptcy Code, 2016. Within a short span of time since its formation in 2016, there are 16 benches of NCLT established in India. There are 6 benches at Delhi (one being the Principal Bench), one at Allahabad, one at Bengaluru, two at Ahmedabad, five at Mumbai, two at Chennai, one at Chandigarh, one at Cuttack, one at Guwahati, one at Kochi, one at Jaipur, three at Hyderabad and two at Kolkata. Two more benches are proposed at Amravati and Indore. This shows the quantum of matters handled by this forum. Some benches like Mumbai and Delhi are extremely busy with judges of each court hearing some 50-60 matters daily. 

The demand for professionals who understand the proceedings under the Insolvency and Bankruptcy Code, 2016 (IBC) is slated to increase consistently, particularly in a downward trend economy, where generating revenue keeps becoming more and more difficult, resulting in payment defaults. The two main areas for practice under the IBC, from a legal perspective, are being an Insolvency Resolution Professional (IRP) and representing clients before the NCLT. Both the Institute of Company Secretaries of India and the Institute of Chartered Accountants of India have set up their own Institute of Insolvency Professionals (IIPs) to train their members to function as IRPs, thus increasing the competition in this sphere. In representing clients before the NCLT however, the lawyers have an edge because the other two professions (CA/CS), though permitted to represent clients before the NCLT, do not have a track record of being trained in court craft. 

Insolvency matters have seen a great surge and on opening the cause list of any of the NCLTs located throughout the country, you will see that section 7/section 9 applications under the IBC kind of dominate the list. This priority is especially required since unlike other matters, insolvency matters need to be dealt with, within a specified deadline. 

Before the NCLT came into being, matters like amalgamation and capital reduction were already being dealt with at the High Court level, where only advocates could represent the clients. Moving these matters to the NCLT has not only increased the avenues for CA/ CS, but also junior lawyers, who would face a bout of nervousness at the mention of High Court proceedings. Tribunals do not seem so intimidating. 

Matters under the jurisdiction of the NCLT in the Companies Act, 2013 include amalgamations and mergers, which have a steady flow of work, whatever be the status of the economy. Consider this: in a downward treading economy, companies will be looking to get merged to reduce operational costs and acquirers may also be able to buy businesses for cheap, thus increasing the amalgamations and mergers. Further, maintaining multiple entities in a group structure may become expensive, resulting in restructuring and amalgamations. Where it is a booming economy, investment will abound and there may be demergers to facilitate investment in specific businesses. Further, entities may look to amalgamate and increase their market share by synergising operations. 

Oppression and mismanagement matters also tend to exist in all economic situations as difficult economic situations may result in creating rifts between family members or friends who may otherwise be working in harmony with each other and bring them to mismanagement. In an upward facing economy, where the valuation of a company is high and it is cash rich, greed may raise its ugly head, thus resulting in one of the shareholder groups trying to oppress each other. The stakes in oppression and mismanagement matters also tend to be higher. It can be fulfilling on all counts: you would need to put in all your skills and understand the facts and circumstances and apply the law and precedents to specific cases, you can be securing a justice for a shareholder who was unfairly treated and the payoff will be good since the value of shares involved can be high. 

Who should take this course?

• Commercial litigators
• Independent practitioners looking to build a tribunal litigation practice 
• Corporate lawyers who are also handling commercial disputes work 
• Chartered Accountants and Company Secretaries who intend to represent clients and argue before NCLT
• Law students and lawyers looking to work in corporate law firms in commercial litigation team

What is the career potential after doing this course

• The National Company Law Tribunal is a hub for shareholder wars and big-ticket corporate litigation. For example, removal of Cyrus Mistry as the chairman by the Tata Sons’ board resulted in a wave of NCLT litigation. Cutting-edge concepts of corporate law, and innovative rights under shareholders agreements and articles of association are tested before the NCLT.   
• Similarly, lawyers who understand IBC and can represent clients before the NCLT are in high demand by clients. Even law firms are constantly on the lookout to hire such lawyers in their team or brief them as external arguing counsels.  
• If you can state in your CV that you have handled a few IBC matters and drafted applications and represented clients before the NCLT in these matters, there are high chances that you will be picked up by the law firms. 
• The amount of earnings a litigator can have is increasing owing to the emergence of specialized tribunals for commercial matters. For this reason, litigators are gradually trying to take up commercial litigation work. 
• If you learn about NCLT litigation, you will be able to pick up matters which suit an entrant in the litigation arena very well and then, leverage your familiarity with the courtroom environment, drafting techniques, court craft or simply being someone whom the judge has seen to gain further matters which would be more demanding intellectually and be highly financially rewarding. 
• Large corporate groups looking to expand or restructure will also want to engage you as an in-house counsel since there needs to be someone internally who understands the processes before the NCLT and can manage lawyers or consultants who appear on behalf of the company, in case there is litigation emerging from the restructuring exercise. 
• More than anything else, proficiency in dealing with NCLT litigation matters will cause many small and medium businesses (SMBs), startups and high net-worth promoters and directors to entrust you with legal matters. You may advise them on how litigation can be avoided or taken up. 
• NCLT litigation expertise will also lead to mandates for advisory work and opinions from large companies, high net-worth promoters and small and medium businesses. 
• On this front, having an idea about appellate work before the NCLAT will further strengthen your strategic advantage. 

Potential Employers

• Law firms
• Large corporate groups
• Large Company Secretarial / Chartered Accountancy firms
• Startups / Small to Medium-sized entities

What is unique about this course?

• If you are a solo practitioner keen on getting your foot into the doorstep of corporate litigation, there’s no better place than the NCLT to begin with. This course deals with each of the matters that can be dealt with by the NCLT in a step by step manner, thus exposing you to the substantive and procedural aspects of taking on and appearing for these matters. For an online course, we will only just stop short of bringing you into an NCLT courtroom. 
• The course is tough and intensive; you will not be awarded the certificate unless you complete all the exercises. You have to spend 8-10 hours per week on this course.
• You will get personal attention and coaching from the trainers, and get individual feedback on the quality of work you produce
• Our trainers are individuals who deal with NCLT matters day in and day out, on a hands-on basis, with many years of industry experience
• You will be writing an article every month and with our guidance publish the same either on iPleaders blog or various other industry publications
• We will provide you a free course on professional networking, CV writing and interview skills so that you can easily find jobs
• Those who perform well in class will be recommended to top law firms for internships and jobs. If you do not need such help, let us know in what other way we can help you.
• You will find knowledge acquired in this course very valuable with respect to most teams at law firms, as an in-house counsel or even if you pursue corporate litigation.

Training Methodology

Online 24/7 access

Access to basic study material through an online learning management system, Android and iOS app

Hard Copy Study Material

Hard copy study material modules to be couriered to your address

Practical Exercises

2 practical exercises every week, followed by written feedback

Live Online Classes

Based on the exercises, there will be a live video-based online class. You can ask questions, share your screen, get personal feedback in this class.

Convenient Class timings

Classes are held after regular work hours. Typically classes are kept on Sunday afternoon or 8-9 pm on other days.

Live Doubt Clearing

You can ask questions, get your doubt cleared live as well as through online forums

Certification

This course is recognized by the National Skill Development Corporation, a PPP under the Ministry of Skill Development and Entrepreneurship of the Government of India. You will receive a certificate cobranded by NSDC and Skill India on successful completion.

This is how the certificate from NSDC and Skill India will look as per the current applicable format (may change as per the approval authorities):

What will you learn?

• You will learn the basics of company law and Insolvency and Bankruptcy Code, 2016, and other aspects as may be required for the purpose of dealing with matters before the NCLT.
• In addition, you will be trained in the specific aspects of each matter and in the hands on drafting and organising of documents to be submitted to the NCLT in case of various petitions, applications, appeals and replies.
• The only other way you can really acquire these skills is if you were to train with an advocate practising in NCLT matters and even that will not expose you to the whole gamut. The speed at which the NCLT Benches are being established at various places across the country will ensure that you get matters, irrespective of whether or not you are based in a metro. 
• Court craft and the ability to stand before a tribunal is not the most easily accessible skill, but if you are thoroughly aware of everything that goes into your case, things can become that much easier for you. If you have already been appearing before the NCLT for IBC matters, this course can benefit you incredibly since a little more effort towards learning company law can increase the clientele for you considerably. Same is the case if you are appearing in respect of company law matters, but are looking to venture into the IBC domain. 
• Even if you weren’t appearing before the NCLT, the knowledge of Company Law and IBC can draw clients to you even for consultancy matters. 

Specific Learning Objectives

• Learn about how you can be a pro in advising clients on the best corporate structure to choose;
• Learn about how you can master the procedures for merger and acquisition transactions specifically handled at NCLT level;
• Learn how to effectively deal with and get the desired results from the meeting of the members and creditors held for approval of a scheme of arrangement;
• Learn how to respond to and adequately address the observations of the Regional Director on a scheme of arrangement;
• Learn how to get a scheme of arrangement approved by the NCLT on behalf of a client;
• Learn how you can get a company closed down with no liabilities remaining for the directors;
• Learn how you can help a client get a company restored on the register of companies;
• Learn how you can take a company through a winding up proceeding on behalf of management / client;
• Learn how to achieve specific objectives for raising capital by choosing the appropriate type of security, how to get a transfer of shares executed and what to check to find out if a transfer has been properly completed;
• Learn how to ensure that a company has appropriately maintained its statutory registers;
• Learn what to do if a company refuses to register a transfer of shares and if you want a register of members rectified;
• Learn about what rights are attached to the securities you or your client hold, if the company is permitted to vary these rights and if yes, how?
• Learn what you can do if you do not agree to the variation of rights attached to shares held by you;
• Learn how to advise a client on whether capital reduction works for him or buyback;
• Learn how you can get a process of capital reduction completed;
• Learn the procedure for the appointment of directors and how to brief the directors about their powers and liabilities;
• Learn who the key managerial personnel are in a company and how to advise the key managerial personnel about their liabilities;
• Learn how to ensure that board and shareholders meetings in a company are convened and conducted in compliance with the law;
• Learn how to ensure that decisions are properly taken in a company at board and shareholders levels;
• Learn what to do in the event  the company in which you hold shares, does not convene an Annual General Meeting;
• Learn how to advise a shareholder on whether certain acts can be considered oppression or mismanagement;
• Learn how to ensure that acts of oppression and mismanagement in a company are stopped and the shareholder gets his / its dues;
• Learn how to advise the management on what needs to be done if a petition has been filed against oppression and mismanagement in the company;
• Learn who can apply to the NCLT for an investigation to be carried out into the affairs of the company and how to draft such an application;
• Learn what are class action suits and how these can be filed;
• Learn how a company can accept deposits and what to do in the event a company does not repay the deposits of a deposit holder;
• Learn how financial statements of a company are prepared and when do these need to be reopened or revised;
• Learn who can apply for the reopening or revision of the financial statements and what is the impact of such reopening or revision;
• Learn what is compounding and how to get offences under the Companies Act compounded;
• Learn about the core differences between financial creditors and operational creditors and how to identify which category a creditor falls into;
• Learn what are the career opportunities which open up for you with the knowledge of IBC;
• Learn the steps in an insolvency resolution process;
• Learn how to advise a client on whether a transaction amounts to financial debt;
• Learn how to advise a creditor on whether an application for initiation of insolvency as a financial creditor can be filed;
• Learn what to include within an application for initiation of insolvency as a financial creditor so that its admitted;
• Learn how to advise a client on the prerequisites of an operational debt;
• Learn how to draft a demand notice in case of operational debt;
• Learn about how an application for initiation of insolvency as an operational debtor should be drafted so that it is admitted by the NCLT;
• Learn about what matters can be brought before the NCLT as an adjudicating authority under the Insolvency and Bankruptcy Code and for which matters it is not an appropriate forum;
• Learn what are the prerequisites for a company to initiate its own insolvency;
• Learn how to advise a client on whether it is advisable for a company to initiate its own insolvency;
• Learn how the committee of creditors is constituted and what exactly is it supposed to do;
• Learn how to file claims and submit the proof of claims with the resolution professional;
• Learn how to know if the  resolution professional has accepted or rejected your claim appropriately;
• Learn about who insolvency resolution professionals are and what are they supposed to do;
• Learn how to invite resolution plans from applicants from the point of view of the resolution professional and how to draft an invitation for an expression of interest;
• Learn about how resolution plans are accepted or rejected by the committee of creditors and the NCLT;
• Learn about which of the orders of the NCLT can be appealed against before the National Company Law Appellate Tribunal (NCLAT);
• Learn what is the procedure for filing an appeal before the NCLAT against the orders of the NCLT under the Companies Act, 2013 and under the Insolvency and Bankruptcy Code, 2016;
• Learn when and how a special leave petition can be filed before the Supreme Court against the orders of the NCLAT.

Recruitment and Internship Support

We are the only organisation in India with such comprehensive and exercise-based training methodology for courses. Many employers, law firms and companies are happy to recruit our high performing students. If you do well in your exercises and classes, we can help you to get jobs, internships and assessment internships in good law firms, with renowned lawyers as well as in various companies. We also help our students with getting freelancing opportunities on platforms like Upwork and fiverr so that they can earn while they learn.

List of Weekly Exercises

• How to advise a client on the suitable type of company for a particular business - private, public or one person company
• Learning objective: To allow the students to gain practical understanding of the scope of various laws which may operate parallely with IBC and of the process and timelines under IBC.
• How to identify a suitable type of acquisition for a specific business objective;
• Draft clauses of a scheme of arrangement
• Learning objective: To understand various clauses of a scheme of arrangement under section 230 of the CA 2013
• Draft an application for convening meetings of members and creditors for approval of a scheme of arrangement
• Learning objective: To understand whether the National Company Law Tribunal is empowered to dispense with the meeting of shareholders
• Draft a petition for approval of a scheme of arrangement by NCLT
• Learning objective: To develop an understanding sub-section 9 of section 230 of the Companies Act, 2013  read with Rule 5(a) of the Compromises, Arrangement and Amalgamation Rules, 2016 (CAA Rules);
• How to identify the best method to close down a company
• Learning objective:To provide an insight into the different methods available for closing down a company and how to choose the best method
• Draft a reply to a strike off notice from the Registrar of Companies
• Learning objective: To learn Section 248 to 252 of the Companies Act, 2013 (‘Act’) provides the procedure of striking off company names by the ROC or voluntary by the company.
• Draft an appeal for the revival or restoration of companies
• Learning objective: To understand the limitation period within which an appeal to restore the company may be made to the National Company Law Tribunal.
• Draft special resolution and petition for winding up of a company
• Learning objective: To provide an insight into different methods available for closing down a company and how to choose the best among those methods;
• How to identify features of different types of securities and what to check in an audit for the transfer of shares
• Learning objective: To understand the instruments of transfer as  given under the companies (Share Capital and Debenture Rules, 2014)
• Draft an appeal against refusal to register the transfer of shares under Section 58
• Learning objective: To learn the circumstances under which a company can refuse to register transfer of shares
• Draft an application for rectification of register of members under Section 59
• Learning objective: To understand Section 56(4) of the Companies Act, 2013  which is with respect to the certification for  both transferred and transmitted securities
• Draft an application for cancellation of variation of rights
• Draft a petition for approval of a scheme involving reduction of capital;
• How to advise a client on the appointment, powers and liabilities of directors;
• How to advise a client on eligibility and restrictions on managerial remuneration;
• Draft notice / agenda / resolutions for board and general meetings;
• Draft an application for directions to convene an AGM;
• Draft a petition against oppression and mismanagement;
• Draft written arguments to be presented on behalf of a petitioner in a case of oppression and mismanagement;
• Draft a reply to a petition against oppression and mismanagement;
• Draft an application for directing an investigation into the affairs of a company;
• Find out different items from the financial statements of a listed company;
• Draft an application for the re-opening and recasting of financial statements;
• Draft an application for compounding of offences under the Companies Act, 2013;
• How to identify a suitable method for the recovery of debt from among SARFAESI, RDBA or IBC;
• Draw a flowchart for the process to be followed under the IBC
• Learning objective: To understand flow of the entire procedure in sequence
• Draft a demand notice from an operational creditor
• Draft an application to initiate insolvency by an operational creditor
• Learning objective: To draft a demand notice under Section 8 of the Insolvency and Bankruptcy Code and to draft an application to initiate insolvency under Section 9 of the Code.;
• Draft a proof of claim on behalf of a financial creditor and on behalf of a class of employees
• Learning objective: To understand the participation of different types of creditors in the corporate insolvency resolution process
• Draft a public announcement on behalf of the Resolution Professional (RP)
• To understand the tasks of the RP including releasing public announcement, informing courts about moratorium and seeking extension of CIRP
• Draft an application to NCLT on behalf of Resolution Professional (RP) for seeking extension of time period for corporate insolvency resolution process
• Learning objective: To draft an application on behalf of the RP seeking an extension of the CIRP timeline
• Draft a reasoned letter of rejection of claim on behalf of IRP
• Learning objective: To understand the scope and practical aspects of the duties of the IRP;
• Draft an application to NCLT challenging rejection of claim by the IRP
• Learning objective: To learn how to draft an application challenging the resolution professional’s rejection of a claim;
• Draft a resolution plan under IBC with specific details
• Learning objective: To grasp the drafting skills needed to present the resolution plan approved by a committee of creditors before the NCLT; and
• To understand the procedure where no resolution plan has been approved
• Draft an application for presenting resolution plan before the NCLT
• Learning objective: To grasp the drafting skills needed to present the resolution plan approved by a committee of creditors before the NCLT;
• Draft an application for initiating liquidation of the Company;
• Draft an application to initiate insolvency by the financial creditor of a company
• Learning objective: To draft an application under Section 7 of the Insolvency and Bankruptcy Code.;
• Draft an application to initiate insolvency by a corporate debtor
• Learning objective: To understand the process of initiation of insolvency resolution process by the corporate applicant and the prerequisites thereto
• How to identify whether or not specific resolution applicants are eligible to submit a resolution plan;
• Draft the instructions for electronic voting at the meeting of Committee of Creditors;
• Draft an application to NCLT for the replacement of IRP;
• Draft a letter to a creditor explaining the set off of dues and moratorium;
• Draft a letter for obtaining custody of property owned by corporate debtor during moratorium
• How to identify suspicious transactions and their consequences on erstwhile management and resolution professional;
• Draft an appeal to the NCLAT from the orders of the NCLT under the Companies Act, 2013 
• Draft an appeal to the NCLAT from the orders of the NCLT under the IBC
• Learning objective: To learn how to draft an appeal to the National Company Law Appellate Tribunal
• Identify a Suitable method for transfer and acquihire transactions
• Learning objective: To learn what an acquihire transaction is and understand how it is carried out.
• Disqualification of the Directors
• Learning objective: To understand the grounds for and extent of the disqualification of directors and to understand the Forum in which such disqualification can be challenged or reversed
• Exercises on Drafting an invitation for expression of interest
• Learning objective: To understand the drafting of an invitation for EoI will enlighten students about one of the most important responsibilities of the RP and about the skill of drafting using the format provided under the regulations framed under the IBC.
• Exercises on Identifying avoidable transactions and its consequences
• Learning objective: Understand the impact of avoidable transactions on the CIRP process, the erstwhile management, and the resolutional professionals
• Exercises on Personal Guarantor and Corporate Guarantor
• Learning objective: To learn the practicality of the Insolvency Resolution Process against the Personal Guarantor and the possible defences they can take for the same
• Exercises on Closing down a company and winding up under Companies Act, 2013
• Learning objective: To provide an insight into different methods available for closing down a company and how to choose the best among those methods;
• Exercises on initiation of insolvency proceedings by homebuyers
• Learning objective: To understand the entitlement of the homebuyers to initiate insolvency proceedings against the builders / developers;
• Exercises on Conduct of Insolvency Professionals
• Learning objective: To be able to understand the conduct expected of an Insolvency Professional under the Insolvency and Bankruptcy Code, 2016 and the rules and regulations made thereunder.
• To be able to prepare strategies against and in favour of the defaulter i.e. Insolvency Professional who is in contravention of the Code of Conduct envisaged in the Insolvency and Bankruptcy Board of India (Insolvency Professionals) Regulations, 2016