Sections 431 and 432 of the Companies Act, 2013: Tribunal Vacancy and Right to Legal Representation
Sections 431 and 432 form part of the statutory framework governing proceedings before the National Company Law Tribunal (NCLT) and the National Company Law Appellate Tribunal (NCLAT). Section 431 protects acts and proceedings from being invalidated merely because of a vacancy or defect in the constitution of the Tribunal, while Section 432 specifies who may present a party's case.
Section 431: Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
No act or proceeding of the Tribunal or the Appellate Tribunal shall be questioned or invalid merely on the ground that there is a vacancy or defect in the constitution of the Tribunal or the Appellate Tribunal, as the case may be.
In practical terms, Section 431 is a saving provision. Its purpose is to prevent an act or proceeding of the NCLT or NCLAT from becoming invalid solely because a vacancy exists, or because there is a defect in the constitution of the relevant Tribunal. The section does not state that every jurisdictional or procedural defect is cured; its protection is directed to the specific ground identified in the provision.
Section 432: Right to legal representation
A party to a proceeding or appeal before the Tribunal or Appellate Tribunal may appear in person or authorise one or more chartered accountants, company secretaries, cost accountants, legal practitioners or any other person to present the party's case before the Tribunal or Appellate Tribunal, as applicable.
Section 432 therefore recognises both personal appearance and authorised representation. The statutory list expressly includes chartered accountants, company secretaries, cost accountants and legal practitioners, and also uses the broader expression "any other person". Representation remains subject to the Companies Act, 2013 and the procedural framework applicable to proceedings before the NCLT or NCLAT.
Meaning and scope of Sections 431 and 432
Effect of a vacancy or defect
A party cannot challenge an NCLT or NCLAT act or proceeding merely by pointing to a vacancy or defect in the constitution of the Tribunal. Section 431 is intended to preserve continuity of Tribunal proceedings on that limited ground.
Who may represent a party?
Under Section 432, a party may present the case personally or through an authorised representative falling within the categories stated in the section. This makes the provision relevant to company-law litigation, appeals and other proceedings before the NCLT and NCLAT.