Guiding Principles for bringing uniformity in Benchmarks of Mutual Fund Schemes SEBI/HO/IMD/IMD-II DF3/P/CIR/2021/652 dated 27th October 2021issued by SEBI 1. In order to standardize and bring uniformity in the Benchmarks of Mutual Fund Schemes and taking into account the recommendations of Mutual Fund Advisory Committee (MFAC), it has been decided that there would be two-tiered structure for benchmarking of schemes for certain categories of schemes. The first tier benchmark shall be reflective of the category of the scheme, and the second tier

Consultation paper on introducing disclosure norms for ESG Mutual Fund schemes Dated 26th October 2021 issued by SEBI 1. Introduction With the increased interest and focus on investments in the Environment Sustainability and Governance (ESG) space globally, Asset Management Companies (AMCs) in India have also been launching equity schemes in the ESG space under thematic category. The AMCs are also launching Exchange Traded Funds (ETFs) and ETF Fund of Funds in India in ESG space. Globally, the concept of ESG investments is still emerging

Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2021 No. SEBI/LAD-NRO/GN/2021/53 dated 26th October 2021issued by SEBI In exercise of the powers conferred by Section 30 of the Securities and Exchange Board of India Act, 1992 read with Section 25 of the Depositories Act, 1996, the Securities and Exchange Board of India hereby makes the following regulations to further amend the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 namely:— 1.

Securities and Exchange Board of India (Foreign Portfolio Investors) (Second Amendment) Regulations, 2021 No. SEBI/LAD-NRO/GN/2021/54 dated 26th October 2021 issued by SEBI In exercise of the powers conferred by section 30 read with clause (c) of sub-section (2) of section 11 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, namely- 1. These Regulations may be called the

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2021 No. SEBI/LAD-NRO/GN/2021/52 dated 26th October 2021issued by SEBI In exercise of the powers conferred under section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, namely: - 1. These regulations may be called the Securities

Relaxations in paying additional fees in case of delay in filing Form 8 (the Statement of Account and Solvency) by Limited Liability Partnerships upto 30th December, 2021 General Circular No 76/2021 dated 26th October 2021issued by MCA This Ministry has received a representation seeking extension of timeline for filing the Statement of Account and Solvency without paying additional fees by LLPs on account of challenges faced by the LLPs due to COVID-19 pandemic. As part of the Government's constant efforts to

Amendment to SEBI Circular pertaining to Investor Protection Fund (IPF)/ Investor Service Fund (ISF) and its related matters SEBI/HO/CDMRD/DoC/P/CIR/2021/651 dated 22nd October 2021issued by SEBI 1. Attention is drawn to SEBI circular bearing reference no. CIR/CDMRD/DEICE/CIR/P/2017/53 dated June 13, 2017 on Comprehensive guidelines for Investor Protection Fund (IPF), Investor Service Fund (ISF) and its related matters. 2. With the objective to align with the

Amendment to SEBI Circulars pertaining to Investor Grievance Redressal System and Arbitration Mechanism SEBI/HO/CDMRD/DoC/P/CIR/2021/649 dated 22nd October 2021issued by SEBI 1. Attention is drawn to SEBI circulars bearing reference nos. CIR/CDMRD/DEICE/CIR/P/2017/77 dated July 11, 2017 and CIR/CDMRD/DCE/CIR/P/2018/48 dated March 14, 2018 on Investor Grievance Redressal System and Arbitration Mechanism. 2. In order to further enhance the effectiveness of Investor Grievance Redressal System and Arbitration Mechanism at the Stock Exchanges, based on the internal deliberations/discussions, and the feedback received from the Stock Exchanges, it

  Modalities for filing of placement memorandum through a Merchant Banker SEBI/HO/IMD/IMD-I/DF6/P/CIR/2021/645 dated 21st October 2021issued by SEBI 1. AIFs shall launch scheme(s) subject to filing of placement memorandum with SEBI through a SEBI registered Merchant Banker. In this regard, SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”), have been amended and notified on August 13, 2021.  2. In this context, the following is specified: (a) The Merchant Banker shall independently exercise due diligence of all the disclosures in the placement memorandum, satisfy itself with

Transmission of Securities to joint Holder(s) SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/644 dated 18th October 2021issued by SEBI 1. The norms pertaining to transmission of securities to joint holders(s) are provided in clause 23 of Table F in schedule 1 read with section 56(2) & 56(4)(c) of the Companies Act 2013. 2. It has been observed in some cases that due to counterclaim / dispute from the legal representative of one of the deceased holder, the RTAs have not effected transmission to

Dr. Navrang Saini, Whole Time Member, IBBI is given additional charge as Chairperson, IBBI Press Release No. IBBI/PR/2021/26 dated 13th October 2021issued by IBBI The Central Government today assigned additional charge of Chairperson, Insolvency and Bankruptcy Board of India (IBBI) to Dr. Navrang Saini, Whole Time Member, IBBI, in addition to his existing duties for a period of three months from today or till the joining of a new incumbent to the post or until further orders, whichever is earlier. © All rights

Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2021 S.O. 4242(E)dated 12th October 2021issued by Ministry of Finance In exercise of the powers conferred by clauses (aa) and (ab) of sub-section (2) of section 46 of the Foreign Exchange Management Act, 1999 (42 of 1999), the Central Government hereby makes the following rules further to amend the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, namely:- 1. (1) These rules may be called the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules,

Review of Foreign Direct Investment (FDI) Policy on Telecom Sector Press Note No. 4 (2021 Series) dated 6th October 2021issued by DPIIT The Government of India has reviewed the extant FDI policy on Telecom sector and has made the following amendment under the Consolidated FDI Policy Circular of 2020, as amended from time to time (FDI Policy): Para 5.2.14 of the FDI Policy is amended to be read as under: 5.2.14 TELECOM SERVICES Sector/Activity % of Equity/ FDI Cap Entry Route 5.2.14.1 Telecom Services (including Telecom Infrastructure Providers Category-I) All

Foreign Exchange Management (Non-debt Instruments) (Third Amendment) Rules, 2021 S.O. 4091(E) dated 5th October 2021issued by Ministry of Finance In exercise of the powers conferred by clauses (aa) and (ab) of sub-section (2) of section 46 of the Foreign Exchange Management Act, 1999 (42 of 1999), the Central Government hereby makes the following rules further to amend the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, namely :- 1. (1) These rules may be called the Foreign Exchange Management (Non-debt Instruments) (Third Amendment) Rules,

Disclosure of Complaints against the Stock Exchange (s) and the Clearing Corporation (s) SEBI/HO/CDMRD/DoC/P/CIR/2021/636 dated 4th October 2021issued by SEBI 1. In order to bring about transparency in the Investor Grievance Redressal Mechanism, it has been decided that all the Stock Exchanges and the Clearing Corporations shall disclose on their websites, the data on complaints received against them and redressal thereof, latest by 7th of succeeding month, as per the format enclosed at Annexure - ‘A’ to this circular. 2. These disclosure requirements

Consultation Paper on review of Price Band and Book Building Framework for public issues Dated 4th October 2021, issued by SEBI 1. Objective: The objective of this consultation paper is to seek comments from the public on Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations) relating to framework of book building with respect to the following specific aspects: a. Price band. b. Allocation methodology for various investors like Qualified Institutional Buyers (QIBs), Non-institutional investors (NIIs) and Retail

Circular on Mutual Funds SEBI/HO/IMD/IMD-I DOF5/P/CIR/2021/634 dated 4th October 2021issued by SEBI A. Discontinuation of usage of pool accounts by entities including online platforms other than stock exchanges for transactions in the units of Mutual Funds 1. SEBI, vide circulars dated October 04, 2013 and October 19, 2016, allowed Mutual Fund Distributors (‘MFDs’) and SEBI registered Investment Advisers (‘IAs’) to use the infrastructure of recognized stock exchanges to purchase and redeem Mutual Fund (‘MF’) units on behalf of their clients. 2. MFDs, IAs, Mutual

Discontinuation of usage of pool accounts for transactions in units of Mutual Funds on the Stock Exchange Platforms SEBI/HO/IMD/IMD-I DOF5/P/CIR/2021/635 dated 4th October 2021issued by SEBI 1. SEBI, vide circular SEBI/IMD/CIR No.11/183204/2009 dated November 13, 2009 and circular CIR/IMD/DF/17/2010 dated November 9, 2010, permitted units of mutual fund schemes to be transacted through registered stock brokers and clearing members respectively, by using stock exchange infrastructure. Presently, funds and / or units of the mutual fund schemes move through stock brokers’ / clearing

Relaxations relating to procedural matters -Issues and listing SEBI/HO/CFD/DIL2/CIR/P/2021/633 dated 1st October 2021issued by SEBI 1. SEBI vide Circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated 6th May, 2020, granted one time relaxations from strict enforcement of certain regulations of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, pertaining to rights issue opening upto 31st July, 2020. 2. Based on the representations received from the market participants, the validity of these relaxations was

‘Guidelines for Investment Advisers’ - Extension of timelines SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/632 dated 30th September 2021issued by SEBI 1. “Guidelines for Investment Advisers” issued vide Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/182 dated September 23, 2020 (hereinafter referred as “Circular”) inter alia prescribed timeline of six months from the end of each financial year for Investment Advisers (IA) to conduct annual audit in respect of compliance of SEBI (Investment Advisers) Regulations, 2013 (“IA Regulations”) and circulars issued thereunder. Further, a timeline of one month from the date of the

Notification SO 4126(E) dated 15th November, 2019 appointing 1st December, 2019 as the date on which the provisions of the Code, as they relate to personal guarantors to corporate debtors, shall come into force, is not ultra vires and is valid as it has been issued with the power granted by Parliament The impugned notification is not an instance of legislative exercise, or amounting to impermissible and selective application of provisions of the Code. There is no compulsion in the Code

Process of consideration and approval of resolution plan is essentially a matter of commercial wisdom of committee of creditors, and there is a limited scope of judicial review of resolution plan within four corners of statutory provisions in sub-section (2) of section 30 read with sub-section (3) of section 61 It is now beyond a shadow of doubt that the process of consideration and approval of resolution plan is essentially that of the commercial wisdom of the committee of creditors

Section 18 gets attracted the moment acknowledgement in writing signed by the party against whom such right to initiate resolution process under section 7 of the Insolvency and Bankruptcy Code ensures The question as to whether section 18, which extends the period of limitation depending upon an acknowledgement of debt made in writing and signed by the corporate debtor, is also applicable under section 238A, given the expression ‘as far as may be’ governing the applicability of the Act to the

Where the Company Judge as well as the Division Bench have found that the defence of the appellant-company was bona fide, in good faith and of substance, the company court will not wind up the appellant-company It is well settled that if the debt is bona fide disputed and the defence is a substantial one, the court will not wind up the company. It is equally well settled that where the debt is undisputed, the court will not act upon a

Financial creditor can file application under section 7 on occurrence of default and restrictions stipulated in three provisos to section 7 are not applicable in this case A financial creditor either by itself or jointly with other financial creditors, as may be notified by the Government, file an application for initiation of the insolvency resolution process against a corporate debtor before the Adjudicating Authority, when a default has occurred. The trigger point for an application under section 7 is the occurrence

Action under section 7 could be legitimately invoked even against a corporate guarantor being a corporate debtor In law, the status of the guarantor, who is a corporate person, metamorphoses into corporate debtor, the moment principal borrower (regardless of not being a corporate person) commits default in payment of debt which had become due and payable. Thus, action under section 7 could be legitimately invoked even against a (corporate) guarantor being a corporate debtor. The definition of ‘corporate guarantor’ in clause

For the purpose of clause (c) of sub-regulation (15) of regulation 18, consent of the unit holders would mean consent by majority of the unit holders who have participated in the poll and not consent of majority of all the unit holders of the scheme The expression ‘consent’ in clause (c) of sub-regulation (15) of regulation 18 refers to affirmative consent to winding up by the majority of the unit holders. Clause (c) per se does not prescribe any quorum or

Where the resolution applicant files an application for rectification of order of the Supreme Court, which in fact is an attempt to renege from the resolution plan which it submitted, and to resile from its obligations, the same is a devious attempt which must be disallowed. The rectification application must accordingly be dismissed The extensions granted from time to time facilitated the consideration of the resolution plan submitted by resolution applicant-Deccan Value Investors LP (DVI). DVI cannot be heard to contend

In view of section 10A which has been inserted by the Insolvency Bankruptcy Code (Amendment) Act, 2020 with retrospective effect from 5th June 2020, the application filed by the operational creditor under section 9 is not maintainable The Ordinance and the Amendment Act, 2020 adopt 25th March, 2020 as cut-off date, and the proviso to section 10A inserted thereby stipulates that “no application shall ever be filed” for the initiation of corporate insolvency resolution process “for the said default occurring

It is only where the winding up proceedings have reached a stage where it would be irreversible, making it impossible to set the clock back that the Company Court must proceed with the winding up, instead of transferring the proceedings to the NCLT In a winding up proceeding where the petition has not been served in terms of rule 26 of the Companies (Court) Rules, 1959 at a pre-admission stage, given the beneficial result of the application of the Code, such

It cannot be contended that the informant has no locus standi to maintain action qua the contravention of section 3 merely because reference to receipt of any information from any person in clause (a) of sub-section (1) of section 19 has to be construed as reference to a person who has suffered invasion of his legal rights In terms of amendment made by the Competition (Amendment) Act, 2017 in sub-clause (a) of sub-section (1) of section 19 substituting expression ‘receipt of

Presumption raised that the holder of cheque received it for discharge of liability has to be rebutted by the accused by adducing facts, which must be proved, on a preponderance of probability, for acquittal of accused Proceedings under section 138 are quasi criminal in nature, and the principles which apply to acquittal in other criminal cases are not applicable in the cases instituted under the Act. Under section 139, a presumption is raised that the holder of the cheque received the

The petitioner would be entitled to extension of the period during which it was bona fidely prosecuting a remedy before the High Court with due diligence Where it was apparently clear that the petitioner was bona fide prosecuting his appeal/writ petition before the High Court that too with due diligence, he would be entitled to exclude the period during which he was prosecuting the remedy. Applying the principles underlying section 14 of the Limitation Act, the period during which the petitioner

When the corporate debtor is undergoing liquidation under the auspices of the Code, the prohibition in section 29A and 35 must also attach to the scheme for compromise or arrangement in terms of section 230 of the Companies Act, 2013 The prohibition placed in section 29A and clause (f) of section (1) of section 35 must also attach itself to a scheme of compromise or arrangement under section 230 of the Companies Act, 2013 when the corporate debtor is undergoing

Without specific allegation against nominee director, he cannot be summoned in a complaint case Where nominee director of the company without any specific allegation against him in a complaint or investigation report is summoned for failure to keep books of account and financial statements, the order summoning the said nominee director is to be set aside. Companies Act, 2013 – Sections 127, 128, 447 and 448 – Offences and prosecution – Failure to keep books of account and financial statements

Approval of resolution plan being a business decision of committee of creditors taken on their commercial wisdom with requisite majority is not justiciable Approval of resolution plan is a business decision taken by the committee of creditors with requisite majority based on their commercial wisdom and the same is not justiciable. Insolvency and Bankruptcy Code, 2016 – Sections 30 and 31 – Resolution plan – Approval of – Appeal by suspended Board of directors assailing order of Adjudicating Authority approving resolution

There is express provision for review by a Tribunal, and where there is no mistake apparent from the record, applicant cannot seek review from the Appellant Tribunal. The appropriate course for the applicant-appellant is to approach the Supreme Court Where there is no mistake apparent from the record in the judgment delivered by a Tribunal, then an application for review filed by the concerned applicant cannot be construed to be one under sub-section (2) of section 420 or under rule 11

Where matter is already decided by a larger Bench of the Appellate Tribunal, the same is not to be reconsidered In view of referring Bench having failed to notice that the five member judgment in V Padamakumar v. Stressed Assets Stabilisation Fund [2020] 158 CLA 411 (NCLAT) with a majority of four to one was delivered to remove uncertainty arising out of the conflicting verdicts of Benches of equal strength in V Hotels Ltd. v. Asset Reconstruction Co. (India) Ltd. [2020]

The appellant having security interest cannot be considered as ‘financial creditor’ within the meaning of clauses (7) and (8) of section 5 on the strength of pledge agreement/deed of undertaking. At best it will be secured debtor qua security Applying its own ruling in Jaypee Infratech Ltd. v. Axis Bank Ltd. [2020] 155 CLA 139 (SC) that a person having only security interest over the assets of corporate debtor, even if falling within the description of ‘secured creditor’ by virtue

This article is intended to provide insight into the social stock exchanges proposed to be set up pursuant to the Union Budget for the financial year 2019-20.

This article is intended to provide a review of amendments made in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to independent directors.

In Part II of a 2 Part series, the author sheds light on the arbitrary sections in the Insolvency and Bankruptcy Code, 2016 (‘the Code’) and highlights how they unjustly hamper the rights and remedies provided to operational creditors. It also analyses how there is an anomaly in the Code which has the potential to cause logistical inefficacies to attain the very objectives of the Code, i.e., the expedited recovery of the corporate debtor. This article also aims to explore

This article is intended to provide an overview of evolution of core investment companies as a regulated business.

In a two part series, in Part I, the author has discussed and analysed the role of third party financial creditors, the rights accorded to them under the Insolvency and Bankruptcy Code, 2016 (‘the Code’). It also highlights the arbitrary and incongruent sections in the Code, criticises the inadequate scope of protection available to the third party creditors in insolvency proceedings and suggests measures to address these issues.

In this article, the author has focused on the applicability and enforceability of emergency arbitration in India vis-`a-vis Amazon-FRL dispute and also has dealt with the law related emergency arbitration in different jurisdictions. Post discussing the judgment passed in the instant dispute, the author has drawn an analysis with respect to the same.

The author blows his whistle on the recent amendments dated 5th May, 2021 in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as none of these amendments was urgently required to have issued during the period of this national calamity of Covid-19 and also the nature/quality of the amendments is dismal. The amendments are devoid of any value addition to the corporate governance, apart from causing hardships.

This article is intended to give a bird’s eye view of amendments introduced by the Company (Corporate Social Responsibility) (Amendment) Rules, 2021.

Change is the law of nature. It signifies flexibility, development, progress, vision, uplift, dynamism, pace and mindfulness. Yet, too frequent, too many and back-to-back changes indicate lack of foresight, knowledge, administrative acumen, preparedness, discipline and displays whims, chaos, overlapping, uneasiness, haphazardness, hurriedness and uncertainty. In this article, the author highlights what is happening with respect to the seven year old Companies Act, 2013.

This article is intended to give an insight into the pre-packaged insolvency resolution process (PPIRP)/corporate insolvency resolution process (CIRP) and international perspective, checks and balances during the PPIRP.

In this article, the author makes an attempt to examine the question as to whether various Regulations framed by the Securities and Exchange Board of India are binding on investors.

Ministry of Corporate Affairs has amended Schedule V appended to the Companies Act, 2013 with effect from 18th March, 2021. The main objective of the amendment is to provide for payment of minimum remuneration to non-executive directors, particularly to independent directors. This article seeks to examine as to how this objective would be achieved.

In this brief note, the author presents highlights of the judgment of the Supreme Court in the case of Tata Consultancy Services Ltd. v. Cyrus Investments (P.) Ltd.

In the beginning corporate social responsibility (CSR) was introduced through guidelines which were recommendatory. With the promulgation of the Companies Act, 2013, for the first time the provisions on CSR were made mandatory. With a view to strengthen implementation of CSR provisions many significant changes have been brought in the Companies (Amendment) Act, 2019, the Companies (Amendment) Act, 2020 and the Companies (Corporate Social Responsibility Policy) (Amendment) Rules, 2021. In this article an attempt has been made to bring out

The existing regulatory regime is often considered inconsistent and insufficient to address the issues concerning abuse of power by the auditors. This article is an attempt to highlight the reforms required in the legal regime concerning the functioning of auditors.

In this article, an attempt has been made to analyze the Supreme Court judgment in Phoenix Arc (P.) Ltd. v. Ketulbhai Ramubhai Patel [2021] 160 CLA 510, in the light of section 176 of the Indian Contract Act, 1872 that allows or gives a right to a pawnee/pledgee to even recover the balance debt due from the pledgor and, therefore, entitling the pledgee/pawnee to not only exercise pledge as a collateral but at the same time, sue the pledgor for

In this article, the author has questioned suspension of General Committee and appointment of the administrator by the National Company Law Appellate Tribunal (NCLAT) in an appeal against the order of the National Company Law Tribunal (NCLT) granting interim relief. He is of the opinion that suspension of General committee and appointment of administrator is ultra vires the powers of NCLT/NCLAT.

This article aims to understand the concept of non-readily realisable assets (NRRA) and analyse the possible solutions with reference to the existing provisions of the Insolvency and Bankruptcy Code, 2016 and the Regulations made thereunder.

In this article, the authors analyse the enforcement of clawback clauses in various jurisdictions comparing it with Indian legal system. They emphasise on the need to include clawback clauses in employment contracts in times of COVID-19.

This article is intended to provide an overview of the corporate social responsibility provisions contained in section 135 of the Companies Act, 2013 as amended by the Amendment Acts, 2019 and 2020 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended by the Amendment Rules, 2021 paving the way for revamping CSR provisions, one more step towards its implementation.

Insolvency resolution process – Application by financial creditor - Can financial creditor, who has given interest free loan to corporate debtor, file application under section 7 on default of payment of loan ? – Yes, financial creditor can initiate process of insolvency resolution.

Insolvency resolution plan – Person not eligible to submit – Can he submit a scheme of arrangement in respect of a corporate debtor ordered to be wound up – Even though there is no express provision to selling the undertaking to a person who is not competent to be a resolution applicant, keeping in mind the objective of the Code and the provisions of section 29A the undertaking of the corporate debtor cannot be sold to a person who is

Complaint – Timelines for admission set out in sub-section (2) of section 38 – Are they mandatory – The timelines for the opposite party to give his version is mandatory and not directory

Directors – Nominated by promoters – Can they be said to have significant influence over decision of the Board – No decision of the Board could be taken without the expressed or implied consent of at least one of the nominees. Therefore, such nominee will be deemed to have significant influence in decision making.

Subsidiary company – Status vis-a-vis its holding company – In view of the independent existence of the subsidiary, the holding company could because of membership, enjoy the benefits of the subsidiary through dividends declared by it. At the same time the holding company is not responsible or answerable to the actions and losses of the subsidiary.

Employees/director – Property given in course of employment – Can it be given back on cessation of employment even before conclusion of trial – Restoration of possession need not be ordered only on conclusion of trial – An order can be passed during the pendency of proceedings.

Director index number – Once allotted – Can it deactivated for during lifetime of the allottee – Deactivation of DIN is permitted for non-filing of the form contemplated in rule 12A and not for any other purpose including the vacation of office of a director as stipulated in clause (a) of sub-section (1) of section 167.

Nominee director – Can he be prosecuted for offences of the company – Nominee directors would be entitled to protection from prosecution under the provisions of the statute constituting the banks or under sub-section (12) section 149 of the Companies Act, 2013, as the case may be. But such protection would be available only if they had acted diligently and the acts resulting in prosecution had not been done with their consent or connivance.

NCLT – Inherent power to waive fees payable for filing documents – The NCLT cannot pass any order for waiver of fees or additional fees under the various provisions of the Act.

Classification of creditors – Can it be changed by resolution professional – Section 28 of the Code does not permit resolution professional to change the classification of creditors. He has to approach the NCLT for changing classification.

Bad debts – Writing off bad debts in the accounts adopted by the shareholders – Is it open to judicial scrutiny? – The decision of the Board of directors to write off the bad debt is a commercial decision, which does not warrant any judicial interference.

Insolvency resolutions process – Application by financial creditor – Can decree holder file – Decree holder cannot initiate proceeding under section 7.

National Company Law Tribunal – Can it entertain application for winding up of company, the name of which has been struck off – The Tribunal can entertain a petition for winding up of a company, the name of which has been struck off from the Register of companies.

Record date – What it is with reference to listed securities and compliance requirements – This pre-announced date is record date in respect of securities held by investors in demat form. In order to ensure uniformity, it would be advisable to adopt this pre-announced date as the date of entitlement of the holders of securities in demat form and in physical form. This date should not be confused with dates of closure of transfer books.

Resolution plan for revival of business - Envisaging more onerous encumbrances than existing at the time for initiation of insolvency resolution process – Would approval be necessary of lessor of land - The resolution applicant, before drawing the resolution plan for the revival of the business or the project of the corporate debtor, should take the approval of the semi-governmental entity before offering as security the land taken on lease towards the repayment of further financial assistance proposed to be

National Company Law Tribunal – Has it inherent power to review its own order - It would be apparent that NCLT cannot review its own orders passed but can rectify suo motu or on the application of the parties to the proceedings before it, any mistakes apparent from records.

Additional Director – Can a person appointed as additional director and whose appointment was not put up before AGM be appointed as additional director after conclusion of AGM – If an additional director was appointed in between two general meetings and whose candidature for appointment as a director could not be moved because of practical circumstances, could be appointed as an additional director after the conclusion of the annual general meeting

Mismanagement – Personal assets of person unconnected with company’s business – Can it be freezed – Freezing of personal assets of any person who is not connected with the affairs or business of the company can never be done, even if such a person is in charge of the affairs or business of an entity extending financial assistance to the company in question or extending assistance to it in any other manner for such a person is not in charge

Investor Protection Fund – Is transfer of shares thereto on which no divided has been paid for seven years ultra vires the Constitution – Such transfer of shares is not ultra vires as sub-section (6) of section 124 is in consonance with article 300A of the Constitution.

Statutory auditor – Resignation before expiry of his tenure without signing audit report – Once the auditor has signed the limited review audit report for the first quarter, it would result in signing limited review audit report for three quarters, he has to issue the limited review audit report and sign it for the financial year before he resigns or before it is effective . Thus, the auditor cannot resign at his will.