Can In-House Counsel Appear Before the NCLT Without an Advocate?
Section 432 of the Companies Act, 2013 allows a party before the National Company Law Tribunal to appear in person or through an authorised representative, including a company secretary, chartered accountant, cost accountant, or any other person, without engaging an enrolled advocate. Rule 45 of the National Company Law Tribunal Rules, 2016 sets out how that representative must be authorised. The right of audience it creates is confined to the Tribunal and does not extend to the Bombay High Court. This article sets out who may appear under section 432 and where courts have drawn the line on what a non-advocate representative can argue.
Where Does the Right of Audience Come From?
Section 432 of the Companies Act, 2013 (the Act) is the entire foundation. A party to any proceeding or appeal before the Tribunal or the Appellate Tribunal may either appear in person or authorise one or more chartered accountants, company secretaries, cost accountants or legal practitioners, or any other person, to present his case. The section took effect on 1 June 2016, the date the National Company Law Tribunal (the NCLT) was constituted.
The Phrase Most Readers Skip: Any Other Person
Representation is not confined to the four named professions. The residual limb of section 432 permits a party to authorise anyone. Rule 2(6) of the National Company Law Tribunal Rules, 2016 (the NCLT Rules) defines an authorised representative as a person authorised in writing by a party to present his case before the Tribunal as the representative of that party as provided under section 432 of the Act. The definition imports section 432 whole, residual limb included.
Rule 45(1) provides that every party may appear in person or through an authorised representative duly authorised in writing. A company has no natural existence, so appearing in person means appearing through a director or officer holding written authority. Rules 45(3) and 45(4) deal separately with the Central Government, the Regional Director, the Registrar of Companies and the Official Liquidator, each of whom may authorise an advocate or an officer not below Junior Time Scale or a company prosecutor.
Vakalatnama, Memorandum of Appearance and the Circular of 5 June 2026
Rule 45(2) requires the authorised representative to enter appearance by filing a vakalatnama or a memorandum of appearance in Form NCLT-12. Rule 119 states the same rule negatively: no legal practitioner or authorised representative is entitled to appear and act in any proceeding unless he files a vakalatnama or memorandum of appearance duly executed by or on behalf of the party for whom he appears. The distinction between the two instruments matters less here than in the civil courts, because Form NCLT-12 accommodates both. A vakalatnama is executed in favour of a retained legal practitioner and carries authority to act, receive and conduct. A memorandum of appearance records the appearance of a representative acting on the party's authority rather than under a professional retainer.
On 5 June 2026 the NCLT issued a circular directing strict compliance across every bench. Its operative direction is that no advocate, legal practitioner or authorised representative shall ordinarily be permitted to appear, make mentioning, seek adjournment, or address the Bench in any matter unless a duly executed vakalatnama or memorandum of appearance in Form NCLT-12 is filed in the concerned matter. Two features matter for in-house teams. The circular requires company secretaries, chartered accountants and cost accountants appearing before the Tribunal to file board resolutions, letters of authority or similar authorisation documents. It also directs registries to verify the party's signature, the acceptance by counsel, enrolment particulars, mobile number and email address. A narrow exception survives for urgent matters, where a bench may permit provisional appearance subject to the document being filed within the time granted.
The Advocates Act Objection, and Why It Does Not Land
Sections 29 and 33 and the Words That Save Section 432
Section 29 of the Advocates Act, 1961 provides that there shall be only one class of persons entitled to practise the profession of law, namely advocates. Section 33 supplies the prohibition: except as otherwise provided in that Act or in any other law for the time being in force, no person shall be entitled to practise in any court or before any authority or person unless he is enrolled as an advocate.
Everything turns on the saving in section 33. The words permitting any other law for the time being in force to provide otherwise let a separate statute authorise an appearance, and section 432 is precisely such a statute. A company secretary who addresses the Mumbai bench on a compounding application is not practising in breach of section 33, because a different Act permits the appearance. The corollary is strict. What section 432 confers is a right of audience before that Tribunal and nothing wider. It does not travel to the Bombay High Court in a writ petition arising from the same order, and it does not make the representative a legal practitioner for any other purpose.
Rule 49 and the In-House Lawyer Who Is Already Enrolled
Rule 49 of the Bar Council of India Rules bars an advocate from being a full-time salaried employee of any person, government, firm, corporation or concern while continuing to practise, and requires him to intimate the Bar Council and stop practising on taking up such employment. In Satish Kumar Sharma v. Bar Council of Himachal Pradesh [(2001) 2 SCC 365] the Supreme Court upheld the withdrawal of enrolment of a full-time salaried law officer of a State electricity board, reading rule 49 strictly.
The result is counter-intuitive. A law graduate in the legal department who never enrolled may appear before the NCLT under the residual limb of section 432. A colleague who did enrol, and whose practice is suspended under rule 49, cannot appear as an advocate. Whether that colleague may still appear as an authorised representative in a capacity other than counsel is not settled by any decision squarely on the point. The prudent course is to record the appearance as that of an authorised representative acting under a board resolution, and to keep the description identical across the resolution, Form NCLT-12 and the portal entry.
What Have Courts Said About Non-Advocates Appearing Before Tribunals?
Madras Bar Association and the Ceiling on Accountancy Expertise
The leading authority is Madras Bar Association v. Union of India [(2014) 10 SCC 1], in which a Constitution Bench struck down the National Tax Tribunal Act, 2005. Among the provisions condemned was section 13(1), which permitted chartered accountants to represent parties before the National Tax Tribunal. The Court held that provision unconstitutional so far as it allowed such representation, and treated the parallel claim advanced for company secretaries as equally untenable. The reasoning was tied to that tribunal: it was to hear appeals from the Income Tax Appellate Tribunal and the Customs, Excise and Service Tax Appellate Tribunal only on substantial questions of law, work that had belonged to the High Courts, and chartered accountants and company secretaries are at best specialists in accounts rather than in complicated questions of law.
Precision about what the decision does not do matters equally. It did not strike down section 432 or rule 45, and no court has. The NCLT is a tribunal of first instance that finds facts, receives evidence and applies law; it is not a substitute High Court confined to questions of law. What the judgment supplies is the clearest judicial signal available on where the ceiling sits. The further a matter travels towards contested legal argument, the less comfortable a bench is likely to be with a representative whose training lies in accounts or secretarial compliance.
Permission Rather Than Entitlement: The Rastogi Line
Harishankar Rastogi v. Girdhari Sharma [(1978) 2 SCC 165] arose when a petitioner appearing in person sought to be represented by someone who was not an advocate. Krishna Iyer J. held that a private person who is not an advocate has no right to walk into court and claim to argue for a party; representation of that kind rests on the court's permission, which may be withdrawn. Section 432 alters that position for the NCLT by converting an indulgence into a statutory entitlement for the named categories. The residual limb still behaves rather like Rastogi in practice. Benches do look at who is standing up, and a representative who cannot produce a clean chain of authority will be asked to sit down and return with it.
Who May Appear, On What Basis, and Where the Limits Bite
The table sets out each category, the provision it rests on, what the representative can realistically do, and the constraint that applies.
Who may appear | Statutory basis | What they can do | Limits |
Enrolled advocate | Section 432 (legal practitioner); Advocates Act, sections 29 and 33 | Full conduct: sign, file, plead, argue, cross-examine, appear in appeal | Vakalatnama in Form NCLT-12; cannot practise while in full-time salaried employment (rule 49, Bar Council of India Rules) |
Company secretary | Section 432; NCLT Rules, rules 2(6) and 45 | File, enter appearance, address the Bench, conduct compliance and procedural matters | Board resolution or letter of authority required by the circular of 5 June 2026; no audience before the High Court |
Chartered accountant or cost accountant | Section 432; NCLT Rules, rule 45 | As for a company secretary; strongest on valuation, accounts and claim computation | Same authorisation requirement; the reasoning in the National Tax Tribunal case counsels caution on pure questions of law |
Company through a director or officer, appearing in person | Section 432; NCLT Rules, rule 45(1) | Appear and address the Bench for the company | Written board authority needed; the registry checks the name against the verification and the portal record |
In-house lawyer who is not enrolled | Section 432, residual limb; NCLT Rules, rule 2(6) | Appear as an authorised representative on written authority | Not appearing as an advocate; the authority is matter-specific and does not extend beyond the Tribunal |
Officer of the Central Government, Regional Director, Registrar of Companies or Official Liquidator | NCLT Rules, rules 45(3) and 45(4) | Represent the department or office in the proceeding | Must be an officer not below Junior Time Scale, or a company prosecutor |
Two limits run across every row. No representative acquires a right of audience anywhere other than the Tribunal, and none can cure a gap in the underlying authority by appearing with confidence. If the resolution does not cover the act being performed, the appearance is open to challenge by the other side.
Getting the Authorisation Right and Deciding When to Brief Counsel
What Should the Authorisation Packet Contain?
The file should carry a board resolution, or a resolution of the committee holding the delegated power, naming the individual, identifying the proceeding by bench, case type and statutory provision, and listing the acts authorised: to sign and verify pleadings, to file, to appear and address the Tribunal, to receive notices, and to engage counsel. A letter of authority on company letterhead should track the resolution rather than paraphrase it. Form NCLT-12 sits on top of both. Where an advocate is briefed, the vakalatnama is separate and additional.
Rule 31 of the NCLT Rules requires a true copy of the enabling resolution where proceedings are instituted by or on behalf of an association, and lets the Registrar call for further material about due authorisation; registries apply the same instinct to companies. Rule 26 requires the name and signature of the authorised representative at the foot of every petition or pleading and requires the party to sign and verify, while rule 34(4) requires verification by affidavit in Form NCLT-6. A resolution naming one person and a verification signed by another is among the commonest reasons a filing is returned. Name a fallback representative as well, because an authorisation identifying a single individual creates a listing risk on the day that person is unavailable.
The E-Filing Portal Has Its Own Gate
A representative must be registered on the NCLT e-filing portal in his own right before he can be added to a filing, and registration asks for the user type and the matching number: the Bar Council enrolment number for an advocate, the ICSI number for a company secretary, the ICAI number for a chartered accountant. The portal's user categories track section 432 closely and cover individual, advocate, chartered accountant, company secretary and cost accountant, alongside separate categories for the Registrar of Companies, the Regional Director, liquidators, insolvency professionals and a residual heading. Registration involves mobile and email verification by one-time password and upload of an identity document, so it is not a task for the morning of the hearing.
What a Non-Advocate Can Realistically Do on the Day
On an ordinary board at the Mumbai bench, matters are called in sequence and a large proportion are disposed of within a minute or two: service is confirmed, time is sought, a compliance affidavit is handed up, a date is taken. A company secretary or authorised officer handles that competently, provided Form NCLT-12 and the board resolution are on record and the particulars match what the registry holds in its case information system.
Contested hearings are a different exercise. Once a reply is on file and the argument turns on limitation, on a pre-existing dispute in a section 9 matter, on the authority of the person who filed, or on an allegation under section 65 of the Insolvency and Bankruptcy Code, 2016 that the proceeding was begun fraudulently or with malicious intent, the hearing becomes an argument about law and about what the documents establish. Practice varies here, and it is more useful to say so than to pretend otherwise: some members will hear a company secretary at length on a contested point, others will ask whether counsel is available. No published direction settles it.
The economics usually decide it. Internal appearance saves real money on adjournment-heavy matters where nothing of substance happens. Set against that is control of the record, because an answer given at the bar binds the company and a concession made by someone who has not litigated before is difficult to unwind. Whether the protection given to professional communications with an advocate extends to communications with a representative who is not one is also not free from doubt, and that doubt is itself a reason to route candid assessments through counsel. A workable division for most legal departments is internal representation for procedural and compliance work, external counsel from the first contested hearing, and one authorisation packet drafted at the outset that permits both.
Frequently Asked Questions
Can a company secretary employed by the company argue a petition before the NCLT?
Yes. Section 432 of the Companies Act, 2013 allows a party to authorise a company secretary to present its case, and rule 45 of the NCLT Rules gives effect to it. You need a board resolution or letter of authority and a memorandum of appearance in Form NCLT-12 on the file, a requirement the circular dated 5 June 2026 makes explicit.
Does an in-house lawyer have to be enrolled with a Bar Council to appear before the NCLT?
No. Section 432 includes a residual category of any other person, so a company may authorise an in-house lawyer who has never been enrolled. That person appears as an authorised representative rather than as an advocate, and the right does not extend beyond the Tribunal and the Appellate Tribunal.
What happens if a representative attends without filing Form NCLT-12?
Rule 119 bars a legal practitioner or authorised representative from appearing and acting without it, and the circular of 5 June 2026 directs that such a person shall ordinarily not be permitted to appear, mention, seek an adjournment or address the Bench. In an urgent matter a bench may allow a provisional appearance subject to filing within the time it grants.
Can the same representative appear before the NCLAT or the Bombay High Court?
Section 432 covers the Tribunal and the Appellate Tribunal, so the authorisation can extend to the NCLAT subject to its own rules and forms. It does not extend to the High Court or the Supreme Court, where only an enrolled advocate has a right of audience.
Did the National Tax Tribunal judgment stop chartered accountants appearing before the NCLT?
No. That decision struck down the National Tax Tribunal Act, 2005, including the provision permitting chartered accountants to appear before that tribunal, because it was to decide only substantial questions of law. Section 432 and rule 45 remain in force. The reasoning is still worth weighing before deciding who argues a contested legal point.
Should routine NCLT appearances be handled internally to save cost?
For adjournments, confirming service, filing compliance affidavits and taking dates, internal appearance is efficient and benches are used to it. From the first genuinely contested hearing the calculation shifts, because an answer given at the bar binds the company. Draft the authorisation at the outset so that it covers both an internal representative and external counsel.
Is a single board resolution sufficient for a company's authorised representative for the entire NCLT proceeding, or is fresh authorisation needed each time?
A board resolution or letter of authority naming the representative and identifying the specific proceeding by bench, case number and statutory provision is generally sufficient for the duration of that proceeding, provided it covers the acts being performed, such as signing, filing, and addressing the Tribunal. A fresh authorisation is typically needed only where the named representative changes, or where the resolution's scope does not extend to a particular step, such as engaging counsel.
What is the difference between a vakalatnama and a memorandum of appearance before the NCLT?
A vakalatnama is executed in favour of a retained legal practitioner and authorises that advocate to act, receive process, and conduct the matter as counsel. A memorandum of appearance records the appearance of a representative acting on the party's own authority rather than under a professional retainer, such as a company secretary or chartered accountant. Rule 45(2) of the National Company Law Tribunal Rules, 2016 requires one or the other, and Form NCLT-12 accommodates both instruments.
Can a chartered accountant argue a contested question of law before the NCLT, or only handle procedural matters?
Section 432 of the Companies Act, 2013 does not itself restrict a chartered accountant to procedural work, but the Supreme Court's reasoning in Madras Bar Association v. Union of India signals caution wherever a hearing turns on a genuinely contested legal question, since chartered accountants are treated as specialists in accounts rather than in complex legal argument. Practice on this varies between benches, and many companies brief external counsel once a matter moves from routine compliance to a contested point of law.
How long does a company have to appeal an NCLT order to the NCLAT?
An appeal against an order of the National Company Law Tribunal ordinarily lies to the National Company Law Appellate Tribunal within forty-five days of the date the order is made available to the party, under section 421 of the Companies Act, 2013. The Appellate Tribunal may condone a further delay of up to forty-five days on sufficient cause being shown, but appeals filed beyond that combined ninety-day period are not maintainable.
Can a company's authorised representative who is not an advocate be replaced during the proceeding?
Yes. A company may substitute its authorised representative at any stage by filing a fresh board resolution or letter of authority naming the new individual, together with an updated Form NCLT-12. Until the substitution is placed on record and accepted by the registry, the previously authorised representative continues to be recognised for the proceeding.
Can the Registrar of Companies or Official Liquidator appear through an authorised officer at the NCLT?
Yes. Rules 45(3) and 45(4) of the National Company Law Tribunal Rules, 2016 permit the Central Government, the Regional Director, the Registrar of Companies and the Official Liquidator to be represented by an advocate or by an officer not below the Junior Time Scale, or by a company prosecutor, rather than requiring an enrolled advocate in every instance.
Can an in-house lawyer who is enrolled as an advocate but has stopped practising under rule 49 still represent the company at the NCLT?
Such a person cannot appear as an advocate while rule 49 of the Bar Council of India Rules bars them from practising during full-time salaried employment. They may still be authorised to appear as an authorised representative under section 432 of the Companies Act, 2013 in a capacity other than counsel, though this is not settled by any decision squarely on the point, so the safer course is to record the appearance consistently as that of an authorised representative rather than as counsel.
Vikrant D. Shetty | Vikrant D. Shetty leads the Insolvency and Arbitration Practice at the law firm Vikrant D. Shetty & Associates, Advocates & Solicitors, which advises financial creditors, operational creditors and corporate debtors in proceedings before the National Company Law Tribunal (NCLT), Mumbai Bench, including questions of authorisation and rights of audience, and represents parties in domestic and international commercial arbitrations seated in India and abroad, including enforcement and challenge proceedings before the Bombay High Court.
This article is for general informational purposes only and does not constitute legal advice. For advice specific to your situation, please seek direct consultation with an advocate.
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