Sections 411 and 412 of the Companies Act, 2013: NCLAT Qualifications, Selection and Current Legal Position

Sections 411 and 412 form part of Chapter XXVII of the Companies Act, 2013 dealing with the National Company Law Tribunal (NCLT) and the National Company Law Appellate Tribunal (NCLAT). Section 411 states the statutory qualifications for the Chairperson, Judicial Members and Technical Members of the Appellate Tribunal, while Section 412 contains provisions concerning selection and appointment of members of the Tribunal and Appellate Tribunal.

Important update as on 17 September 2026: the statutory text of Sections 411 and 412 must now be read with Section 417A of the Companies Act, 2013 and the Tribunals Reforms Act, 2026 (Act 17 of 2026). The 2026 Act came into force on 25 August 2026, repealed the Tribunals Reforms Act, 2021, and provides an overriding framework for qualifications, selection, appointment and service conditions of Chairpersons and Members of specified tribunals, including the NCLAT.

Quick guide

Section 411 - Qualifications of Chairperson and Members of Appellate Tribunal

Meaning: Section 411 prescribes the qualifications stated in the Companies Act for persons appointed as Chairperson, Judicial Member and Technical Member of the NCLAT. For appointments governed by the current regime, this provision has to be read subject to Section 417A and the Tribunals Reforms Act, 2026.

Section 411(1): The Chairperson shall be a person who is or has been a Judge of the Supreme Court or the Chief Justice of a High Court.

Section 411(2): A Judicial Member shall be a person who is or has been a Judge of a High Court or is a Judicial Member of the Tribunal for five years.

Section 411(3): The provision, as substituted by the Companies (Amendment) Act, 2017 with effect from 9 February 2018, states that a Technical Member shall be a person of proven ability, integrity and standing having special knowledge and professional experience of not less than twenty-five years in industrial finance, industrial management, industrial reconstruction, investment and accountancy.

Constitutional history: provisions concerning tribunal qualifications and appointment have been the subject of several Supreme Court decisions in the Madras Bar Association line of cases. Accordingly, the bare wording of Section 411 should not be used in isolation when determining the qualifications applicable to a present appointment.

Section 412 - Selection of Members of Tribunal and Appellate Tribunal

Meaning: Section 412 sets out the Companies Act framework for selection and appointment of the President and Members of the NCLT and the Chairperson and Members of the NCLAT. Its application to NCLAT appointments is now subject to the overriding provisions of the Tribunals Reforms Act, 2026 through Section 417A.

Section 412(1): The President of the Tribunal and the Chairperson and Judicial Members of the Appellate Tribunal are appointed after consultation with the Chief Justice of India.

Section 412(2): As substituted with effect from 9 February 2018, the provision states that Members of the Tribunal and Technical Members of the Appellate Tribunal are appointed on the recommendation of a Selection Committee consisting of the Chief Justice of India or nominee as Chairperson, a senior Judge of the Supreme Court or Chief Justice of a High Court, the Secretary in the Ministry of Corporate Affairs, and the Secretary in the Ministry of Law and Justice.

Section 412(2A): Where votes are equal at a meeting of the Selection Committee, the Chairperson has a casting vote.

Section 412(3) and (4): The Secretary, Ministry of Corporate Affairs is the Convener, and the Selection Committee determines its procedure for recommendations under sub-section (2).

Section 412(5): An appointment is not invalid merely because of a vacancy or defect in the constitution of the Selection Committee.

Current legal position under Section 417A and the Tribunals Reforms Act, 2026

Section 417A of the Companies Act now provides, notwithstanding anything contained in the Companies Act, that the qualifications, manner of selection, appointment, salaries and allowances, resignation, removal, other conditions of service and eligibility for reappointment of the Chairperson and Members of the Appellate Tribunal are governed by the Tribunals Reforms Act, 2026.

The Tribunals Reforms Act, 2026 received Presidential assent on 13 August 2026 and all its provisions came into force on 25 August 2026. The NCLAT is included in the First Schedule to that Act. Section 22 gives the 2026 Act overriding effect over inconsistent provisions in the enactments specified in that Schedule.

National Tribunals Commission and selection process

The 2026 Act establishes a National Tribunals Commission and provides for Search-cum-Selection Committees for tribunal appointments. The Commission is assigned functions relating to selection processes, tribunal performance, complaints and the National Tribunals Data Grid. The detailed qualifications and service framework is to operate under the 2026 Act and rules made under it.

Why Sections 411 and 412 still matter

Sections 411 and 412 remain important for understanding the Companies Act structure and legislative history. However, for a current NCLAT appointment or service-condition question, Section 417A and the Tribunals Reforms Act, 2026 should be checked first because the later framework expressly governs the NCLAT and overrides inconsistent provisions. Section 412 also contains provisions concerning the NCLT, so its operation should be considered according to the particular office and appointment involved.

Frequently asked questions

What is the purpose of Section 411?

Section 411 states the Companies Act qualifications for the Chairperson, Judicial Members and Technical Members of the NCLAT. For a current appointment, it must be read together with Section 417A and the governing tribunal legislation.

What is the purpose of Section 412?

Section 412 contains the Companies Act framework for selection and appointment of specified members of the NCLT and NCLAT. Its operation depends on the office concerned and the overriding provisions applicable under the current tribunal regime.

What should be checked for a current NCLAT appointment?

Check the current text of the Companies Act, 2013, especially Section 417A, together with the Tribunals Reforms Act, 2026, applicable rules, commencement notifications and binding court decisions.