Company Law Dispute Settlement Mechanism- A Comparative Study India And Bangladesh (By�Farhat Ali)

Company Law Dispute Settlement Mechanism- A Comparative Study India And Bangladesh

Authored By – Farhat Ali

ROLL NO 19PHD005

Research Scholar – Amu, Aligarh

Abstract

The dispute settlement system with regard to company law matters which is considered straitjacket formula. Indian companies system is different from the Bangladesh companies system with regard to the adjudication of the company law matters.  

The earlier concept of adjudication was similar to the Bangladesh since at that time the matters were adjudicated by the high court but it was not as similar to the Bangladesh court system.

 As we know most of the provisions of Bangladesh companies act are similar to the Indian provisions of companies act yet Indian companies act has amended several time to make the business system much easier in compare to Bangladesh business system.

 This paper presents a statistical comparison between how better mechanism to settle dispute relating company matters in India and Bangladesh. Now as far as Bangladesh company law is concerned it has a separate concept of court system unlike India. Republic of people’s constitution of Bangladesh specify the jurisdiction of Bangladesh into three matters only as fallows,

1 writ matters

2 company matters

3 admiralty matters

This paper mentioned various cases which have settled by dispute settlement bodies and it also covers new Indian system NCLT and NCLAT how perfect these bodies. It will examine how often this lack of authority frustrates the system’s ability to conclude the Dss procedure with a clear

ruling on all the disputed issues. Now there is concept of speedy justice and also to avoid the burden on the courts system.

 It is also suitable for India to be separate tribunal to look the company matters as India has a large population in compare to Bangladesh. Therefore, if we analyse to Bangladesh Judicial System in compare to Indian that is mostly confined to the Supreme Court. Unlike India it has not having high courts system in separate state system.

Index

 1- INTRODUUCTION

2- DISPUTE MECHANISM OF COMPANY LAW MATTERS IN INDIA

3- NATIONAL COMPANY LAW TRIBUNAL

CHAPTER 27 OF INDIAN COMPANIES ACT, 2013  
QUALIFICATION OF PRESIDENT AND ITS MEMBERS
PROCEDURE BEFORE THE TRIBUNAL
ENFORCEMENT
STATUS OF THE TRIBUNAL AND PROCEEDINGS
LIMITATION TO ADJUDICATION OF MATTERS
CASES DECIDED BY NATIONAL COMPANY LAW TRIBUNAL
4- NATIONAL COMPANY LAW APPELLATE TRIBUNAL

QUALIFICATION OF CHAIRPERSON AND MEMBERS OF APPELLATE TRIBUNAL
5- MEDIATION AND CONCILIATION

6- APPEAL TO SUPREME COURT

7- DISPUTE MECHANISM IN COMPANIES LAW MATTERS IN BANGLADESH

8- HIGH COURT DIVISION OF SUPREME COURT

 POWERS OF HIGH COURT DIVISION UNDER THE COMPANIES ACT, 1994
 ENFORCEMENT OF ORDER OF HIGH COURT DIVISION OF SUPREME COURT
9- APPPELLATE DIVISION OF SUPREME COURT

APPELLATE JURISDICTION
JURISDICTION TO ISSUE AND EXECUTION OF ORDER
10- ARBITRATION AND CONCILIATION

11- CASES ON COMPANY MATTERS IN BANGLADESH

12- CONCLUSION  13- BIBLIOGRAPHY

Introduction

Indian companies system is different from the Bangladesh companies system with regard to the adjudication of the company law matters.

The earlier concept of adjudication was similar to the Bangladesh since at that time the matters were adjudicated by the high court but it was not as similar to the Bangladesh court system.

 As we know most of the provisions of Bangladesh companies act are similar to the Indian provisions of companies act yet Indian companies act has amended several time to make the business system much easier in compare to Bangladesh business system.

The main approach to Indian government creates an impression on other countries so that the companies of other countries may try to approach towards India.

 Recently India has done a great job in the business field as the foreign direct investment increased day by day because of the easier system of adjudication of company matters.

The system of company matters were based on the British system which was very much lethargic. It creates pusillanimity in the mind of the investors and the shareholders. A lengthy procedure was fallowed even in company law mattes which were created difficulty in front of the creditors and the outsider investor.

Therefore to avoid such kind of mismanagement in company matters the government of India has appointed a committee in 1999 which was headed by justice Eradi.

This committee concerned merely to look the matters like insolvency and the winding up matters and their adjudication.

The committee after looking problems in the adjudication procedure that was similar as the other matters the applicant of the matters should fallow as similar procedure as in other cases.

 Therefore the committee recommended amending the company act and creating certain separate tribunals such as national company law tribunal and national company law appellate tribunal which should deal the matters by fallowing its own procedure and adjudicated the matters in speedy manner.

 It is also curbing the unnecessary fragmentation and multiplicity of the proceedings before various courts and tribunals in the same matters. Before coming of the national company law tribunal most powers were reserved either for the central government, the company law board or the high courts.

However, the formulation of national company law tribunal makes a intent to consolidate these powers and jurisdiction and assign them in a single authority. Now as far as Bangladesh company law is concerned it has a separate concept of court system unlike India. Republic of people’s constitution of Bangladesh specify the jurisdiction of Bangladesh into three matters only as fallows,

1 writ matters

2 company matters

3 admiralty matters

While these three matters are concerned it looked by courts two sets of the courts of Bangladesh. In other words the courts system of Bangladesh has divided in two sets

Firstly, there is a high court division of Supreme Court and

Secondly, there is an appellate division of Supreme Court.

All the matters looked by these courts. At the first instance the matters approach to the high court division later on appeal to the appellate division of Supreme Court. But before going the appellate division there is also procedure to leave to appeal to the appellate division, after that there is concept of second appeal.

DISPUTE MECHENISM IN COMPANY LAW MATTERS IN INDIA
The dispute settlement of company law matters in India has become separate now and with separation it has also become very much easier as in other south Asian countries. Earlier even

India like the other country company matters were settled by the high court but now the concept has changed. Brief history for genes of the tribunals in India[1]

The genesis of setting up of specialized tribunals can be traced in the Supreme Court judgment in Sampath Kumar case. In this case while adopting the theory of alternative institutional mechanism, the Supreme Court refers to the fact that since independence, the population explosion and the increase in litigation had greatly increased the burden of pendency in the High Courts, therefore, to reduce the burden of High Courts and to fulfill the growing need for empowering the

Company Law Board, they felt the need to constitute a high power Tribunal, which could take up all matters relating to Company Law and other Corporate Laws at one Forum.

The setting up of NCLT as a specialized institution for corporate justice is based on the recommendations of the Justice Eradi Committee. The Government of India constituted a High Level Committee in 1999 under the Chairmanship of Justice V. Balakrishna Eradi to examine

the existing laws on insolvency of companies and winding-up proceedings and suggest reforms to avoid delay involved.[2]

The Committee inter alia identified multiplicity of court proceedings as the most significant reason for the critical delay in dissolution of companies.

Pursuant to the recommendations of the Committee, the Company (Second Amendment) Act, 2002 was enacted to introduce parts 1B and 1C in the Companies Act, providing for the establishment of NCLT and NCLAT. Hence it replaces the existing Company Law Board (CLB) and Board for Industrial and Financial Reconstruction (BIFR).

Madras Bar Association v/s Union of India[3]

But the constitutionality of the Company (Second Amendment) Act, 2002 was challenged in the Madras High Court on various grounds. The Madras High Court by its order dated March 30, 2004 held that establishment of NCLT and NCLAT and vesting in them the powers hitherto exercised by the High Courts and CLB was not unconstitutional. Nevertheless, the Madras High Court concluded that various provisions of Parts 1B and 1C suffered from constitutional infirmities which had to be sufficiently amended to establish NCLT and NCLAT.

Union of India v/s R, Gandhi, President, Madras Bar Association[4]

Again an appeal was preferred to the Supreme Court to challenged the order of the madras high court on fallowing grounds,

i) Parliament does not have the legislative competence to vest intrinsic judicial functions that have been traditionally performed by the High Courts for nearly a century in any tribunal outside judiciary.

(ii) The constitution of NCLT and transferring the entire company jurisdiction of the High Court to the tribunal violated of the doctrine of Rule of Law, Separation of Powers and Independence of the judiciary.

(iii) The various provisions of Parts IB and IC of the Companies Act are defective and unconstitutional, being in breach of constitutional principles of Rule of Law, Separation of Powers and Independence of Judiciary.

Now the reply of the supreme court on above grounds in brief as fallows,[5]

On first ground the court acknowledged and upheld the constitutional power of the Parliament to constitute tribunals for adjudication of disputes.

 Further it states that the legislative competence of the Parliament to provide for creation of courts and tribunals can be traced to Articles 245, 246 and 247 of the Constitution read with various entries in the Union List (List I of Seventh Schedule) and the Concurrent List (List III of Seventh Schedule) which is in no way affected or controlled by of the constitution.
Articles 323A and 323B are enabling provisions which permit the Parliament to provide for adjudication or trial by tribunals of the matters specified therein.

 However, the Articles cannot be interpreted to mean that the Parliament is prohibited from establishing tribunals not provided specifically under those Articles, as long as there is legislative competence under the appropriate entry in the Union List or the Concurrent List.

Therefore, even though revival/rehabilitation/regulation/winding up of companies are not matters which are mentioned in Articles 323A and 323B, the Parliament has the legislative competence to constitute NCLT and NCLAT to deal with matters arising out of the Companies Act.

On second ground it cannot be assumed that constitution of tribunals and transferring judicial functions per se breach Rule of Law, Independence of Judiciary and Separation of Powers as the Constitution contemplates judicial power being exercised by both courts and tribunals. What is crucial is to ascertain whether the constituted tribunals respect and maintain the principles of Independence and Separation of Powers. The constitution of NCLT and NCLAT and the eligibility criteria of its members shall be subject to judicial review. If the court in exercise of judicial review is of the view that the Rule of Law, Independence of Judiciary and Separation of Powers are

compromised by such tribunalization, the court may interfere to preserve the same. Such an exercise will be part of the checks and balances to maintain the Separation of Powers and to prevent any encroachment, by other organs of the State.[6]

On third reply on the ground of part 1B and part 1C of the companies at dealing with national company law tribunal and national company law appellate tribunal suffer from constitution infirmities[7]

JUDICIAL MEMBER
It is not in the competency of the legislature to transfer the judicial functions to the persons who are not competent to deal with the matter like executive member and the civil servant as it would be the violation of independence of judiciary. A person who has served as civil servant of many years so he may be a good administrator but it does not mean that he has also become a good adjudicator. Therefore the judges of the high courts or the district judges serving at least five years as a district judge and the lawyers who have practice at least ten years in the court can be appointed as judicial member of the tribunals.

TECHNICAL MEMBER
NCLT and NCLAT are judicial tribunals so its members must have the same position and status as High Court Judges. It may not mandatory that tribunals should always have technical members.

When any jurisdiction is shifted from the courts to tribunals on the ground of pendency and delay in courts and the jurisdiction so transferred does not involve any technical aspects requiring the assistance of experts the tribunals should normally have only judicial members.
The Court failed to appreciate the logic in appointing members of general civil services in NCLT and NCLAT as Technical members. The Court clarified that it is wrongly assumed that company law matters require certain specialized skills which are lacking in Judges.

There is also an equally erroneous assumption that members of the civil services either a Group-A officer or Joint Secretary level civil servant who had never handled any company disputes will have the judicial experience or expertise in company law to be appointed either as technical member.

Indiscriminate appointment of technical members in all tribunals will dilute and adversely affect the independence of the Judiciary. Therefore only officers who are holding the ranks of Secretaries or Additional Secretaries alone can be considered for appointment as Technical members of NCLT.

All the other criteria prescribed for appointment of Technical members under parts 1B and 1C are invalid. Persons having ability integrity standing and special knowledge and professional experience of not less than fifteen years in industrial finance industrial management industrial reconstruction investment and accountancy may however be considered as persons having expertise in rehabilitation or revival of companies and therefore eligible for being considered for appointment as Technical Members.

The term of office of members should be increased to a term of seven or five years subject to eligibility for appointment for one more term. NCLT and NCLAT should not be virtually created as an opportunity for members of the Executive to extend their period of service by five years from 60 to 65 at a higher pay applicable to High Court Judges and should include young members.

PURPOSE OF NCLT AND NCLAT
The setting up of the NCLT and NCLAT are part of the efforts to move to a regime of faster resolution of corporate disputes, thus improving the ease of doing business in India.

POWER OF NCLT
The establishment of the National Company Law Tribunal (NCLT) consolidates the corporate jurisdiction of the following authorities:

1. The Company Law Board.

2. The Board for Industrial and Financial Reconstruction (BIFR)

3. The Appellate Authority for Industrial and Financial Reconstruction including those pending under the Sick Industrial Companies (Special Provisions) Act, 1985.

4. Jurisdiction and powers relating to winding up, restructuring, reduction of share capital and other such provisions, vested in the High Courts.

NATIONAL  COMPANY LAW TRIBUNAL
The National Company Law Tribunal is quasi-judicial body in India that adjudicates issues relating to the Companies. It was established under the Companies Act 2013 and was constituted on 1st June 2016.

The constitution of the aforesaid Tribunal is in exercise of the powers conferred by Section 408 respectively of the new Companies Act, 2013.

CHAPTER 27 OF THE INDIAN COMPANIES’ ACT 2013 DEALS WITH NCLT and NCLAT
In this regard the central government shall constitute a national company law tribunal to adjudicate the company matters. The national company law tribunal consists of a president and such other number of judicial and technical members. They will exercise and discharge such powers and functions as conferred on it by or under this act or any other law for the time being in force. [8]

Qualification Of President And Its Members[9]

The president is a person who is or has been a judge of high court for five years.

Qualification of judicial member,

A person is not qualified as judicial member unless

Is or has been a judge of high court.

Is or has been at least five year a district judge.

Has for at least ten years been an advocate of high court.

Qualification of technical members

A person shall not be qualified a technical member unless

Has been at least fifteen years a member of Indian corporate law service or Indian legal service and has been holding the rank of secretary or additional secretary to the government of India.

Is or has been in practice as a chartered accountant for at least fifteen years.

Is or has been in practice as a cost accountant for at least fifteen years.

Now tribunal has eleven benches which has provides under section 419 of the act.

PPROCEDURE BEFORE THE  NATIONAL COMPANY LAW TRIBUNAL
The tribunal shall not be bound by the lengthy procedure of the civil procedure code 1908, but it shall be guided by as fallows namely,[10]

PRINCIPLE OF NATURAL JUSTICE
There are certain obligations imposed by the natural justice which ought to be fully satisfied while deciding a case. Here mainly focuses on the impartiality of the judges.

TRIBUNAL MUST BE GUIDED BY THE OTHER PROVISIONS OF THIS ACT
Here the other provisions of this act mean that it depends upon the circumstances of the cases like, a case of winding up or fraud etc.[11]

IT MUST ALSO BE GUIDED BY THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THE RULES THERETO
If the matter falls under the code, the application shall be entertain within a period of fourteen days from the receipt of the application. Another important procedure which must be followed by the tribunal that is in case of rejection of application due to incomplete application, the adjudicating authority shall give a notice to the applicant to rectify the defects in his application before its rejection.[12]

The corporate insolvency resolution process shall commence from the date of admission of the application.

Moreover the section further indicates that the tribunal shall have power to regulate their own procedure.

The tribunal shall have the same powers as are vested in a civil court under the code of civil procedure, 1908 namely

Summoning and enforcing the attendance of any person.

Requiring the discovery and production of documents

It receives evidence on affidavits etc.[13]

ENFORCEMENT[14]
Any order made by the tribunal may be enforced by that in the same manner as the decree passed by the court in a suit proceeding.

It shall be lawful for the tribunal to send the its order for execution to the court within the local limits of whose jurisdiction

The registered office of the company is situated.

Te person concerned voluntarily resides or carries on business or personally work for gain.

STATUS OF TRIBUNAL AND ITS PROCEEDING
All the proceeding before the tribunal shall be deemed to be judicial proceeding within the section 193, 228 and 196 of Indian penal code 1860.

The tribunal shall be deemed to be the civil court for the purpose of section 195 and chapter 26 of code of criminal procedure, 1973.

LIMITATION TO ADJUDICATION OF THE MATTERS[15]
Every application before the tribunal shall be entrained as expeditiously as possible.

It imposes an obligation on the tribunal to make every effort to dispose of the suit within a period of three month from the date of presentation of the application before the tribunal.

But the further section provides relaxation that if the application does not dispose of within the specified period, it is the duty of the tribunal to re  cord the reasons for such failure to dispose the matter.

The section further provides that the president or the chairperson may take into account recorded reason first extent the period which is not more than ninety days as he may consider necessary. 

CASES DECIDED BY NATIONALCOMPANY LAW TRIBUNAL
Essar Steel Asia Holdings Ltd v/s Satish Kumar Gupta and Others [16]

It is stated in the application that theappicant offered a comprehensive settlement on 25th october 2018 for settling a debt amount which deemed to be higher than the resolution plan which has certified by the coc with majority. Therfore the main issue is now before this adjudicating authority for approval or otherwise.

National company law tribunal  stated that it is matter  of record  that on same issue was prffferd by the same applicant and  alsowhich aready disposed off. Ahmdamad tribunal hed  that the present application as filed before this bench by the sharholder of the company isnot  maintainable.

Therfore  they are opreted as resjudicata aomng the same parties, as present application is rejected.

Cabot Norit (UK) Ltd. v/s Deltronix India Ltd.[17]

The Application was filed by M/s. Cabot Norit (UK) Ltd (Operational Creditor) against M/s. Deltronix India Ltd (Corporate Debtor). Subsequently the Creditor produced a joint memo seeking permission to withdraw the Petition contending that a settlement deed has been executed between the parties.

ORDER OF NATIONAL COMPANY LAW TRIBUNAL OF NEW DELHI BENCH
It has granted the permission sought and disposed of the petition as withdrawn.

Esskay Motors Pvt Ltd. v. Rajeev Mannadiar[18]

An application is preferred by the RP for corporate debtor Esskay Motors Pvt Ltd seeking Liquidation order and appointment of him as the Liquidator as per section 34(1) of the Code 2016.

 On account of admission of insolvency plea against the corporate debtor filed by the financial creditor HDFC Bank under sections 7 of the Code the applicant was entrusted with the duties of the RP which he had duly complied with.

 The applicant submitted claims from two financial creditors amounting to a total of INR and processed the information memorandum.

The Committee of Creditors in its meeting contemplated on the claims information memorandum and the velour report. On perusal of the same the CoC(Committee of Creditor) thought it fit to grant three weeks for lining up the revival process of the corporate debtor. The CoC(Committee of Creditor) pursuant to the perusal of the revival plan submitted opined that the same was unacceptable.

ORDER OF NATIONAL COMPANY LAW TRIBUNAL OF MUMBAI BENCH
 It made a unanimous decision to liquidate the debtor company under section 33.2 of the Code, 2016. Furthermore the applicant was appointed as the liquidator. Moratorium declared is closed and directions are given to pay the liquidation fee to the applicant or liquidator. With the aforementioned observations, the application was allowed.

Thus there are certain other cases which have been decided by various states benches of national company law tribunal time to time within a prescribed period by the companies act or the insolvency and bankruptcy code, 2016. It reduces burden on high courts and the Supreme Court in India.

NATIONAL COMPANY LAW APPLLATE TRIBUNAL
It is an appellate tribunal. This tribunal comes into play after the adjudication of the matter by the national company law tribunal.[19]

The companies act empowers the central government that the central government shall constitute the national company law appellate tribunal and it consist a chairperson and such number of judicial and technical members not exceeding eleven.

The appeal lies before national company law appellate tribunal against

The orders of tribunal or the national financing reporting authority

Any direction decision or order referred to section 53N of the competition act 2002

QUALIFICATION OF CHAIRPERSON AND MEMBERS OF APPELLATE TRIBUNAL[20]
A person can become a chairperson who is or has been a judge of the Supreme Court or chief justice of the high court.

A person can be a judicial member, who is or has been a judge of high court or a member of the tribunal for five years.

A person can be part of the technical member, who shall be a person of proven ability, integrity and standing having special knowledge and professional experience of not less than twenty five years industrial finance, industrial management, industrial reconstruction, investment and accountancy.

Enforceable and limitation are the same as above mentioned.

MEDIATION AND CONCILIATION [21]
The company can also be referred the matter to the arbitration and conciliation process. But it should agreed by the parties.

The mediation and conciliation panel shall be maintained by the central government. Such panel shall consist of members having the qualification prescribed for the mediation between the parties during the pendency of any proceeding before the central government or the tribunal or the appellate tribunal under this act.

Any party may during the pendency of the proceeding apply before the central government and tribunal or appellate tribunal to refer the matter to mediation and conciliation panel.

These au thorities have power to refer the matter sue motto to such panel. The matter shall be decided within the period of three month and if parties have any objection they can file it before the above authorities.

SUPREME COURT[22]
This the final stage of the adjudication of the matters of companies. All the judgment and decrees of the national company law tribunal and national company law appellate tribunal shall lies before the Supreme Court.

Thus, any person aggrieved by any order of the appellate tribunal may file an appeal to the Supreme Court within sixty days from the date of the order of the appellate tribunal to him on any question of law arising out of such order.

The section further states that if the appellant is  prevented by the any sufficient cause to file an appeal within the time , the supreme court may provide further time not exceeding sixty days if deemed fit.

DISPUTE MECHANISM IN COMPANY LAW MATTERS IN BENGLADESH
In Bangladesh the companies have to follow some standard rules and mechanisms to settle the disputes with no troubles so that investors can place reliance on the loyalty of company’s rules and their officers.[23]

When a dispute occurs in a company it can be the top benefit of the company to resolve the disputes successfully, professionally and competently. In Bangladesh the adjudication system is not as Indian adjudication of company’s dispute. As far as court system in Bangladesh it divides into two sets. One is high court division of Supreme Court and another is appellate division of Supreme Court.

 However in Bangladesh there are no separate high courts like India. Corporate disputes and conflicts are normal occurrence in business setting. Some of them are unavoidable but the system they are managed may have tremendous brunt on the effectiveness and possibility of business.'

Badly dealt with conflict can be costly, create uncertainty in business and humiliate decision quality by managers.

The practice by which corporations are bound for and managed can be matter of standards and rules fixed in the legal system, corporate governance frameworks and companies' memorandum and articles of association.

These processes are intended to help companies obtain optimum benefit in business, avoid trouble and diminish the overheads of assets by guaranteeing shareholders and creditor's rights that they might be able to get a flaxen return on their venture.[24]

HIGH COURT DIVISION OF SUPREME COURT
 High court division of the Supreme Court shall have the jurisdiction in the adjudication of the company matters. Unlike India all the application shall lie before the high court division of the Supreme Court.[25]

 Provided that the Government may be notification in the Official Gazette and subject to such restrictions and conditions as it thinks fit, empower any District Court to exercise all or any of the jurisdiction by this Act conferred upon the Court, and in that case such District Court shall as regards the jurisdiction so conferred, be the Court in respect of all companies having their registered office in the district.[26]

 However the company matters comes under the original jurisdiction of the high court division of Supreme Court. Article 110 of the constitution of Bangladesh provides the discretionary power to the court to adjudicate any matter as deemed fit.

POWER OF THE HIGH COURT DIVISION OF SUPREME COURT 
Bangladesh companies at 1994 provides a wide power to the court in adjudication of the company matters as fallows,

Power of Court when confirming alteration[27]

Power to adjourn the proceedings in order that an arrangement may be made to the satisfaction of

the Court for the purchase of the interests of dissenting members; and may give such directions and make such orders[28]

Power of Court to rectify register[29]

Power to dispense with consent of creditor on security being given for his debt[30]

Ordinary Powers of Court like the Court, shall settle a list of contributories, shall have power to register of members in all cases where rectification is required in pursuance of this Act[31]

Extraordinary Powers of Court like Power to summon persons suspected of having property of company:[32]

ENFORCEMENT OF ORDER OFHIGH COURT DIVISION OF SUPREME COURT
All the order made by the court shall enforce in the same manner as the other decree in a suits or proceeding.

In case of winding up order shall be enforced in any place in Bangladesh by any other court

Here any other court means that would have had jurisdiction in respect of such company if the registered office of the company had been situate at such place[33]

On the other hand if such order had been made by the court that is hereby required to enforce the same and it is  in the place  where the registered office  of the company is situate, only the court having jurisdiction cover such place shall enforce such order.

APPELLATE DIVISION OF SUPREME COURT[34]
There is no original jurisdiction of the appellate division of Supreme Court. Two kind of appellate jurisdiction are similar to that of the high court division of the Supreme Court namely,

1 the constitutional

2 ordinary laws, but as far as ordinary law is concerned the appellate division of the Supreme Court has only appellate jurisdiction. This has stated in article 103.4 of the constitution of Bangladesh.

On the other hand the constitution of Bangladesh has also conferred certain kind of jurisdiction on it namely,

1 appellate jurisdiction

2 jurisdictions as to issue and execution of process

3 jurisdictions as to review

4 advisory jurisdictions

APPELLATE JURISDICTION
 It has appellate jurisdiction in cases of company matters but before appeal to the matter it should be certified by the high court division of Supreme Court.

Appeals from orders or decision made or given in the same manner as the ordinary law provides.

The appellate jurisdiction of it is mostly governed by the constitution of Bangladesh. This constitution has two magnitudes, one case where appeal lies as right and the other case where appeal can be made if the appellate division grants leave to appeal.

JURISDICTION AS TO ISSUE AND EXECUTION OF PROCESS[35]
This is also called a process of complete justice. The constitution empowered the appellate division of Supreme Court to issue such orders or directions as are necessary for doing complete justice in any case or matter pending before it.

Limitation has not prescribed under the Bangladesh companies act 1994 but it is enumerated that the matters would be dissolved as early as.

ARBITRATION AND CONCILIATION[36]
Bangladesh companies act has also arbitration and conciliation mechanism for the adjudication of the company matters.  But this process is only optional and it is in the hand of the company that if

the company wants to refer the matters for arbitration it can be referred by a written agreement. The company must refer the matter in accordance with arbitration act 1940.

Companies can delegate to the  arbitrator power to settle  any terms and even to  determine any matter capable of being lawfully settled or  determined by the companies themselves and that may be of  director or other managing body. Now the ne arbitration will apply that is arbitration act 2001.

CASES ON COMPANY MATTERS IN BENGLADESH

M/S. Nur Mohammad and Company Limited Vs. Bangladesh[37]

The Government constituted a sale com­mittee and the said sale committee took steps in this regard. The facts of the case

that the plaintiff company is a private limited company incorporated under the Companies Act, 1913 and is a recognized company and it had got commendable cer­tificate from the Government as a foreign exchange earner and also got President's Medal and it is stated that the suit land originally belonged to a company which was a British Company incorporated in London as "Rally Brothers" and after the liberation of the country the said property had been declared as an abandoned prop­erty under President's Order No. 16 of 1972 and it was notified in the Gazette and on 3rd April, 1975 an administrator was appointed by the Government to look after the property and as the same action had not been in accordance with law the Government of Bangladesh had entered into an agreement with the "Rally Brothers" for purchase of the said compa­ny along with its properties on 23.02.1977 and thereafter, the defendant No. 1 namely the Government became the owner of the property and thereafter the said suit land had been transferred to and vested in Bangladesh Jute Corporation by operation of law and it was done under Section 19 of Bangladesh Jute Corporation Ordinance and in the said property there were some properties which had been lying as unused property and the Government decided to transfer those properties and on this score.

Decision

The contract between the parties ceases to exist in the eye of law at the institution of the suit so there is no existence of the contract between the plaintiff and the defendant, accordingly the application has dismissed.

Conclusion
Thus, after above discussion I have able to find out that in compare to India, Bangladesh has its old company dispute settlement mechanism. In India we have replace the old dispute settlement mechanism of company matters since earlier system  was very much time taking and having a lengthy procedure which was not able to  provide the speedy justice. Even there were more burdens on the courts. Therefore it was realized to avoid all such above difficulties the parliament has inserted in the companies act 2013 National Company Law Tribunal and the National Company Law Appellate tribunal. Now there is concept of speedy justice and also to avoid the burden on the courts system. It is also suitable for India to be separate tribunal to look the company matters as India has a large population in compare to Bangladesh. Therefore, if we analyze to Bangladesh Judicial System in compare to Indian that is mostly confined to the Supreme Court. Unlike India it has not having high courts system in separate state system.

                                                 

                                                         

Bibliography

1 Rationale for the constitution of NCLT and NCLAT , Indian law journal (http://www.indialawjournal.org/archives/volume3/issue_3/article_by_vyapak_desai.html

2   India: Constitution Of NCLT And NCLAT: A New Era Of Company Law Litigation In India, 22 June 2016,Article by Rajat Taimni and Saket Satapathy
(http://www.mondaq.com/india/x/503156/Corporate+Commercial+Law/Constitution+Of+NCLT+And+NCLAT+A+New+Era+Of+Company+Law+Litigation+In+India)

3, Insolvency and Bankruptcy code, 2016

4 companies act, 2013

5 Md. Mamonor Rashid , Arbitration and Mediation as a Mechanism to Settle Corporate Dispute in Bangladesh(https://www.academia.edu/36782288/Arbitration_and_Mediation_as_a_Mechanism_to_Settle_Corporate_Dispute_in_Bangladesh).

6 Bangladesh companies act 1994

7 constitution of Bangladesh 1972

8( https://www.lawyersnjurists.com).