Diploma in National Company Law Tribunal (NCLT) Litigation

• Constitution and composition of NCLT
• Commercial advantages of transferring matters to NCLT
• Bar of jurisdiction of other forums on matters which can be dealt with by the NCLT
• Matters which come up most frequently before the NCLT under the Companies Act, 2013 and matters where there is a possible alternative to bringing it before the NCLT

• Importance of learning and developing ‘court craft

• Process and tools required for drafting a legal opinion on matters pertaining to NCLT.

• Mergers and acquisition transactions which do not require approval of NCLT and the manner of undertaking such transactions
• Transactions which require approval of NCLT and manner of undertaking such transactions
• Choosing the most optimal methods based on commercial considerations

• How an Asset Purchase Agreement may achieve what is sought
• Kind of clauses an Asset Purchase Agreement can contain

• Reasons due to which entities should ideally be dissolved
• Different methods by which companies can be dissolved
• Procedural aspects of dissolution of companies

• Structure and relevant considerations of Acquihire Transactions

• Drafting appeals for the restoration of companies to the register of companies
• Reasons why companies are struck off the register of companies and how to avoid strike off in the first place

• Meaning of voluntary strike-off
• Procedure of voluntary strike-off
• Position of company after strike-off

• Meaning of voluntary winding up
• When voluntary winding up is advisable
• Who can decide to voluntarily wind up a company

• Causes why a company would initiate its own insolvency
• Cases where a company cannot file for its own insolvency
• Prerequisites for a company to initiate its own insolvency resolution process
• How NCLT deals with a Section 10 Application

• How homebuyers are treated under the Insolvency and Bankruptcy Code, 2016
• Identifying relevant forum for homebuyers to approach
• Provisions with respect to homebuyers under the Insolvency and Bankruptcy Code, 2016 
• Reverse corporate insolvency resolution process and how it relates to homebuyers

• Asset Purchase Agreement
• Business Transfer Agreement
• Checklist: Buying a business
• Scheme of Amalgamation
• Application to NCLT for dispensing with holding meetings of members 
• Petition to NCLT for approving scheme of arrangement
• Index: Appeal for revival
• Memorandum: Appeal for Revival

• Different types of securities which may be dealt with in the capital markets
• Different types of securities which may be issued by a company
• Features of different types of securities issued by a company

• Process of share transfers in different types of companies
• Advising founders or investors about the implementation of the provisions related to share transfers as contained in the shareholders agreement
• Verifying share transactions of a company

• Appeals related to refusal to register transfer, and illegal allotments
• Relevance and pitfalls of drafting such Appeals and Applications

Difference between capital reduction, buy-back as well as capital reduction as part of a scheme of arrangement

• Types of directors and their liabilities

• Law relating to board meetings and procedures thereof
• Verifying validity or otherwise of transactions in a company

• Shareholder meetings: legal and governance aspects
• How to draft an application to NCLT for direction to convene the annual general meeting of a company
• When and how can you file a petition for oppression and mismanagement?
• How to draft a petition to NCLT against acts of oppression and mismanagement
• Video: Terms of reference of the Board and Committees
• Video: Key Managerial Personnel
• Meetings - Board and Shareholders

• Petition to NCLT against oppression and mismanagement
• Petition to High Court against disqualification of director

• Who can make an application for reopening and revision of financial statements?
• Which offences can be compounded by NCLT and how?
• Role of NCLT in Investigations under the Companies Act

• Understanding of concepts such as Insolvency, Bankruptcy, Moratorium, Liquidation and Insolvency Resolution Process

• Who can initiate corporate insolvency resolution process
• Consequences of admitting application of insolvency including moratorium and constitution of committee of creditors

• Classification of creditors
• Ability to start insolvency proceedings
• Insolvency resolution process initiated by creditors
• Liquidation waterfall and asset distribution

• Being an insolvency professional
• Teaming with a resolution professional
• Being a specialized insolvency lawyer

• Meaning of ‘financial debt’ and ‘financial creditor’ as provided under the Code
• Differences in the position of secured creditors vis-a-vis unsecured creditors
• Notifications and amendments released by the Government in view of the Covid-19 pandemic and their impact on the corporate insolvency resolution process
• Whether an assignee of a debt can use the IBC process
• Constitutional aspects pertaining to Section 7 of the Code
• Applicability of the Limitation Act, 1963 to IBC proceedings

• Applicable rules and regulations
• Creating checklist of requisite documents
• Understanding the relevant jurisprudence

• Transactions which can be classified as ‘operational debt’
• Prerequisites before an operational creditor becomes eligible to initiate insolvency proceedings
• Notifications and amendments released by the Government in view of the Covid-19 pandemic and their impact on the corporate insolvency resolution process

• Gathering necessary information for drafting section 9 application
• Format of application

• Initiation of corporate insolvency resolution process by corporate debtor
• How to draft an application to initiate insolvency resolution process by a corporate debtor

• Role of NCLT in insolvency cases
• Consequences of admission of an application to initiate insolvency

• Who form members of the CoC
• Appointment of authorised representative to participate in CoC
• Position where there are no financial creditors of a corporate debtor

• Who can file proof of claim
• Prerequisites for filing a claim
• Drafting proof of claim
• Relevant evidence for existence of debt

• Verification of claims by insolvency resolution professional
• Consequences of admission or rejection of a claim
• Challenging rejection of claim before the NCLT

• Appointment of resolution professional
• Duties and powers of CoC
• Voting by CoC

• What are the roles and duties of the resolution professional

• How to invite resolution plans from prospective resolution applicants?
• Drafting invitations for expression of interest
• Section 29A and case study of Essar Steel insolvency

• Takeaway: Information Memorandum
• Takeaway: Annex: Resolution Plan: Process Memorandum

• Sample: Information Memorandum
• Annex: Resolution Plan: Process Memorandum

• NCLT proceedings for approval or rejection of resolution plan
• Liquidationa

• Composition and jurisdiction of National Company Law Appellate Tribunal (NCLAT)
• How to file an appeal before the NCLAT from the orders of NCLT under Section 421 of the Companies Act, 2013
• How to file an appeal before the NCLAT against the order of the Adjudicating Authority under Section 61 of the Insolvency and Bankruptcy Code, 2016

• How to file a Civil Appeal before the Supreme Court under Section 62 of the of the Insolvency and Bankruptcy Code, 2016