Top NCLT Rulings Every Company Secretary Should Know in 2025

In 2025, the National Company Law Tribunal (NCLT) and the National Company Law Appellate Tribunal (NCLAT) have delivered a series of landmark judgments that every Company Secretary (CS), corporate advisor, and legal compliance professional should closely study. These rulings are redefining how companies interpret insolvency law, corporate governance norms, and stakeholder protection mechanisms in India.

Whether you’re handling IBC filings, managing board procedures, or advising on M&As, staying updated on these rulings is critical to avoid costly mistakes and ensure legal compliance.

Why These Rulings Matter

Company Secretaries play a pivotal role in guiding companies through legal procedures, regulatory frameworks, and strategic decisions. A single misstep—like ignoring a minority shareholder’s right or overlooking a statutory notice—can land a company in serious legal trouble. The 2025 rulings demonstrate how nuanced and strict the NCLT has become about compliance.

Let’s explore some of the most significant rulings of the year.

1. Interest on Unpaid Operational Debt Must Be Clearly Agreed

Case Summary:
A recent NCLT decision dismissed an operational creditor’s application under the Insolvency and Bankruptcy Code (IBC) because the claimed interest was not agreed upon in writing. The tribunal emphasized that unless both parties have contractually agreed to an interest clause, interest cannot be claimed as part of the debt.

Impact for CS:
This judgment underlines the importance of having well-documented agreements with vendors, suppliers, and contractors. Company Secretaries should ensure that any interest terms are explicitly included in the agreements to avoid rejection of claims during insolvency proceedings.

2. One Error in Board Proceedings Can Trigger Multiple Investigations

Case Summary:
In another 2025 ruling, the NCLT initiated multiple regulatory investigations based on a single discrepancy in board meeting minutes regarding a related party transaction. The tribunal found procedural lapses in disclosure and voting records.

Impact for CS:
This case reinforces the importance of transparent board documentation. Ensure all meeting agendas, resolutions, disclosures, and abstentions are properly recorded and compliant with Companies Act provisions.

3. Minority Shareholder Protection Is Being Strengthened

Case Summary:
A group of minority shareholders filed a complaint under Section 241 of the Companies Act, 2013, alleging oppression and mismanagement. The NCLT sided with them, noting that even minority stakeholders have a right to fair participation and transparency in decisions.

Impact for CS:
Every CS must pay attention to shareholder grievances and ensure the company follows proper consultation and voting mechanisms. Avoid any decisions that could be seen as prejudicial to minority interests.

4. Deemed Consent in Mergers Not Always Acceptable

Case Summary:
In a merger case, the NCLT rejected the merger plan despite “deemed consent” from unsecured creditors because the company failed to provide adequate financial disclosures to all stakeholders.

Impact for CS:
Company Secretaries involved in merger/amalgamation processes must ensure full, transparent disclosures in the scheme documents and court filings. Relying on technical consent clauses without real engagement may lead to rejection.

5. Struck-off Companies Can Be Restored for Justified Claims

Case Summary:
A company that was struck off due to non-filing of returns was restored by the NCLT after it was found that the company had active business transactions during the time it was removed.

Impact for CS:
Non-compliance with ROC filings can cost companies their legal existence—but if there’s a genuine case, CS professionals can move for revival. This ruling serves as a reminder to never ignore statutory filings and to act quickly in case of default.

Key Takeaways for Company Secretaries

✅ Always ensure that interest terms in contracts are clearly defined and agreed upon.
✅ Maintain detailed, accurate board minutes, especially for decisions involving related parties.
✅ Proactively address minority shareholder concerns and avoid any actions that may seem oppressive.
✅ Don’t assume deemed consent will suffice—ensure proper documentation and disclosures.
✅ Monitor ROC compliance status regularly and act quickly to restore any struck-off entities.

FAQs on NCLT Rulings in 2025

Q1. What is the role of NCLT in corporate governance?
NCLT is a quasi-judicial body that deals with company law matters such as insolvency resolution, oppression & mismanagement, mergers, and more.

Q2. Can operational creditors include interest while filing under IBC?
Only if there is a clear written agreement. Otherwise, interest cannot be claimed.

Q3. What if my company is struck off but still has business operations?
You can file for restoration under the Companies Act if you can justify active operations.

Q4. Do minority shareholders have legal protection?
Yes, under Sections 241 and 242 of the Companies Act, they can approach NCLT for relief.

Q5. Can technical lapses in board meetings lead to penalties?
Yes, inaccurate documentation or non-disclosure can trigger legal action and investigations.

Conclusion

2025 has been a pivotal year for Company Secretaries, with the NCLT and NCLAT setting new benchmarks in corporate compliance and governance. These rulings serve as a wake-up call—it’s not just about filing forms, but about maintaining substance, transparency, and intent in every company action.

Stay updated, stay compliant, and guide your management teams with confidence and clarity.

📅 Published on: 21 May 2025
✍️ Author: CS Chhavi Goyal