Revised Framework for Computation of Net Distributable Cash Flow (NDCF) by Infrastructure Investment Trusts (InvITs) SEBI/HO/DDHS/DDHS-PoD/P/CIR/2023/184, dated 6th December 2023,issued by SEBI 1. Regulation 18(6) of SEBI (Infrastructure Investment Trust) Regulations, 2014 (“InvIT Regulations”), provides that the Net Distributable Cash Flow (NDCF) shall be computed at the level of InvIT and HoldCo/SPV. Further, the minimum distribution shall be 90% of the NDFC at the Trust level as well

  Revised Framework for Computation of Net Distributable Cash Flow (NDCF) by Real Estate Investment Trusts (REITs) SEBI/HO/DDHS/DDHS-PoD/P/CIR/2023/185,dated 6th December 2023,issued by SEBI 1. Regulation 18(16) of SEBI (Real Estate Investment Trust) Regulations, 2014 (“REIT Regulations”), provides that the Net Distributable Cash Flow (NDCF) shall be computed at the level of REIT and HoldCo/SPV. Further, the minimum distribution shall be 90% of the NDFC at the Trust level as

Extension of Timeline for Implementation of Provisions of Circular SEBI/HO/OIAE/IGRD/CIR/P/2023/156, Dated 20th September, 2023 on Redressal of Investor Grievances through the SEBI Complaint Redressal Platform and Linking it to Online Dispute Resolution platform SEBI/HO/OIAE/IGRD/CIR/P/2023/183,dated 1st December 2023,issued by SEBI 1. The provisions of circular with ref. no. SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September

Shri Sandip Garg appointed as a Whole-time Member of the Insolvency and Bankruptcy Board of India S.O. 5114(E), dated 30th November 2023,issued by MCA In exercise of the powers conferred by section 189 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), the Central Government has appointed Shri Sandip Garg, as a Whole-time member of the Insolvency and Bankruptcy Board of India for a period of five years from the date of assumption of charge of the post i.e. with effect

Mr. Jithesh John takes Charge as Executive Director, IBBI Press Release No. IBBI/PR/2023/16, dated 1st December 2023,issued by IBBI Mr. Jithesh John took charge as Executive Director, Insolvency and Bankruptcy Board of India (IBBI) in New Delhi on 1st December 2023. Immediately before joining, he was serving as Economic Advisor in Ministry of Power. 2. Mr. Jithesh John is an Indian Economic Service Officer of 2001 batch. He has completed more than 21 years in Government of India in various capacities. He

  Consultation Paper on Changes in the Regulatory Framework for Special Situation Funds, a Sub-category of Category I Alternative Investment Funds, Necessary to Facilitate Special Situation Funds to Acquire Stressed Loans in terms of Reserve Bank of India (Transfer of Loan Exposures) Directions, 2021 Dated 28th November 2023,issued by SEBI 1. Objective To amend SEBI (Alternative Investment Funds) Regulations, 2012 (‘AIF Regulations’), to make changes in the regulatory framework for Special Situation Funds (‘SSFs’) necessary to facilitate SSFs to acquire stressed loans in terms

  SEBI Board Decisions PR No. 27 /2023,dated 25th November 2023,issued by SEBI The 203rd meeting of the SEBI Board was held in Mumbai today. The SEBI Board, inter-alia, approved the following: 1 Flexibility in the framework for Social Stock Exchange (SSE) 1.1 The Board has approved the following, inter-alia, to provide impetus to fund raising by Not for Profit Organizations (NPOs) on the Social Stock Exchange: 1.1.2 Reduction in minimum issue size in case of public issuance of Zero Coupon Zero Principal

Consultation Paper on Providing Flexibility in Provisions Relating to ‘Trading Plans’ under the SEBI (Prohibition of Insider Trading) Regulations, 2015 Dated 24th November 2023,issued by SEBI 1. Background 1.1. Insider trading i.e. trading when in possession of Unpublished Price Sensitive Information (UPSI) (i.e. information which, if published, could have impacted the price of the securities being traded in the market) is prohibited in India under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations, 2015”). The prohibition on

Simplified Norms for Processing Investor’s Service Requests by RTAs and Norms for Furnishing PAN, KYC Details and Nomination SEBI/HO/MIRSD/POD-1/P/CIR/2023/181,dated 17th November 2023,issued by SEBI 1. SEBI, vide circular no. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 (now rescinded due to issuance of Master Circular for Registrars to an Issue and Share Transfer Agents dated May 17, 2023) had simplified norms for processing investor’s service request by RTAs and for furnishing PAN, KYC details and Nomination. 2. Based on representations received from the Registrars’ Association

Most Important Terms and Conditions SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/180,dated 13th November 2023,issued by SEBI 1. SEBI has prescribed the following uniform documents for formalizing the broker- client relationship, as per clause 20 of “Master Circular on stock brokers” dated May 17, 2023: i. Account opening form ii. Rights and obligations iii. Risk disclosure documents iv. Guidance note v. Policies and procedures vi. Tariff sheet A copy of these documents is required to be provided by the broker to the clients free of charge. 2. Typically, these documents are voluminous and investors may lose

Procedural Framework for Dealing with Unclaimed Amounts Lying with Real Estate Investment Trusts (REITs) and Manner of Claiming such Amounts by Unitholders SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2023/177,dated 8th November 2023, issued by SEBI 1. Regulation 18(16)(b) of the SEBI (Real Estate Investment Trusts) Regulations, 2014 (‘REIT Regulations’), mandate that not less than ninety percent of Net Distributable Cash Flows (NDCFs) of the REIT shall be distributed to the unitholders. 2. Regulation 18(16)(c) of the REIT Regulations, inter-alia, provides that such distributions to

Procedural Framework for Dealing with Unclaimed Amounts Lying with Infrastructure Investment Trusts (InvITs) and Manner of Claiming such Amounts by Unitholders SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2023/178,dated 8th November 2023, issued by SEBI 1. Regulation 18(6)(b) of the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (‘InvIT Regulations’), mandate that not less than ninety percent of Net Distributable Cash Flows (NDCFs) of the InvIT shall be distributed to the unitholders. 2.

Procedural Framework for Dealing with Unclaimed Amounts Lying with Entities Having Listed Non-Convertible Securities and Manner of Claiming such Amounts by Investors SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2023/176,dated 8th November 2023, issued by SEBI 1. Regulation 61A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’), provides that, ‘where the interest/ dividend/ redemption amount has not been claimed within thirty days from the due date of interest/ dividend/ redemption payment, a listed entity shall within seven days from the

Amendments in Notification No. S.O. 2135 (E), dated 9th May, 2023 S.O. 4876(E)dated 9th November 2023issued by Ministry of Finance In exercise of the powers conferred by sub-clause (vi) of clause (sa) of sub-section (1) of section 2 of the Prevention of Money-laundering Act, 2002 (15 of 2003) (hereinafter referred to the as the Act), the Central Government hereby makes the following amendments in the notification of the Government of India in the Ministry of Finance, Department of Revenue,

Special Economic Zones (Fourth Amendment) Rules, 2023 G.S.R. 824(E), dated 7th November 2023, issued by Ministry of Commerce and Industry In exercise of the powers conferred by section 55 of the Special Economic Zones Act, 2005 (28 of 2005), the Central Government hereby makes the following rules further to amend the Special Economic Zones Rules, 2006, namely: - 1. Short Title and Commencement (1) These rules may be called the Special Economic Zones (Fourth Amendment) Rules, 2023. (2) They shall come into force on the

Discussion Paper on Real-estate related Proposals- CIRP and Liquidation Dated 6th November 2023issued by IBBI 1. The discussion paper deals with the following issues being faced in insolvency processes of real-estate projects: A. Mandatory registration and extension of projects under Real Estate Regulatory Authority (RERA); B. Operating a separate bank account for each real estate project; C. Execution of registration/sublease deeds with approval of committee of the creditors (CoC) during corporate insolvency resolution process (CIRP); D. CoC to examine and invite separate plans for

Discussion Paper on Amendments to Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Process) Regulations, 2016 Dated 1st November 2023issued by IBBI This discussion paper solicits comments on following issues, namely: - A. Approval of committee of creditors (CoC) for insolvency resolution process cost; B. Monthly CoC meetings; C. Discussion of valuation methodology and report with CoC; D. Disclosure of valuation reports; E. Continuation of process activities pending disposal of extension application by the Adjudicating Authority (AA); F. Clarity in minimum entitlement to

Revision in Manner of Achieving Minimum Public Unitholding Requirement - Infrastructure Investment Trusts (InvITs) SEBI/HO/DDHS-PoD-2/P/CIR/2023/174dated 31st October 2023issued by SEBI 1. SEBI issued circular no. SEBI/HO/DDHS/PoD2/P/CIR/2023/107 dated June 27, 2023 prescribing methods to achieve minimum public unitholding requirements for InvITs. Subsequently, the said circular was consolidated as Chapter 21 of the Master Circular for InvITs dated July 06, 2023. 2. In addition to the methods listed under para 21.2. of Chapter 21 of the Master circular for InvITs dated

Limited Liability Partnership (Third Amendment) Rules, 2023 G.S.R. 803(E), dated 27th October 2023issued by MCA In exercise of the powers conferred by sub-sections (1) and (2) of section 79 of the Limited Liability Partnership Act, 2008 (6 of 2009), the Central Government hereby makes the following rules further to amend the Limited Liability Partnership Rules, 2009, namely: - 1. Short title and commencement- (1) These rules may be called the Limited Liability Partnership (Third Amendment) Rules, 2023. (2) They shall come into force on

Companies (Management and Administration) (Second Amendment) Rules, 2023 G.S.R. 801(E), dated 27th October 2023issued by MCA In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Management and Administration) Rules, 2014, namely:- 1. Short title and commencement.-(1) These rules may be called the Companies (Management and Administration) (Second Amendment)

Where the case set up by the accused is thoroughly riddled with contradiction and it is apparent on the face of the record that there is not the slightest of credibility perceivable in the defence set up by the accused, the accused has failed to discharge evidential burden and the complainant’s case stands satisfied having ingredients necessary for sustaining a conviction under section 138 The case of the complainant has been consistent throughout as can be noticed from a perusal of

Case law referred to for ruling that a time barred application cannot be entertained under section 7 has no relevance as it has already been held that the application of the financial creditor would be entitled to benefit of extended limitation under sections 5 and 18 of the Limitation Act and, therefore, it was within time A plain reading of sub-section (1) of section 18 of the Limitation Act would reflect that where any acknowledgement of a liability has been made

Para 1(11A) of Schedule I gives statutory recognition to the requirement for furnishing reasons, if the liquidator wishes to reject the bid of the highest bidder. Furnishing of reasons, which is an integral facet of the principles of natural justice, is embedded in a provision or action, whereby the highest bid is rejected by the liquidator. Thus, what para 1(11A) has done is to give statutory recognition to this well-established principle. It has made explicit what was implicit

Transferee entity (successor DBS Bank) cannot be fastened with corporate criminal liability for the offences which the amalgamating entity is accused of The overall objective of the amalgamation scheme formulated under clause (c) of sub-section (5) of section 45 of the Banking Regulation Act, 1949 is to ensure recovery of what are bank’s dues and ensuring protection of creditors. Clause 3(3) of the amalgamation scheme to permit prosecution of DBS for the acts of amalgamating company would result in travesty of

When the borrowers have already availed the alternative remedy available to them under sub-section (8) of section 13 of the SARFAESI Act, the High Court would not be justified in exercising its writ jurisdiction under article 226 of the Constitution In matters involving recovery of taxes, cess, fees, other types of public money and the dues of banks and other financial institutions, the High Court must insist that before availing remedy under article 226, a person must exhaust the remedies available

It is not the correct position of law to hold that there is no need to call other proposals if it is an MSME In the impugned order of the NCLAT, it can hardly be disputed that there is no discussion on the special circumstances other than the reference to judgment in Saravana Global Holdings Ltd. v. Bafna Pharmaceuticals Ltd. [2019] 152 CLA 317 (NCLAT). The impugned order is predicated on a broad reasoning as if ipso facto there is no

Where the CIRP was undertaken, claims were invited and the State during the process failed to substantiate it and at the stage of liquidation did not lodge its claim, the debt did not form a part of the resolution plan and, therefore, stood extinguished Where the claim lodged during insolvency process stood rejected and during the liquidation, no such claim was lodged, the State tax dues and the State would be a claimant as an operational creditor. Reading section 52 would

Where challenges raised by the unsuccessful resolution applicant clearly fell within the domain of commercial wisdom of the committee of creditors, the same are non-justifiable Where the committee of creditors (‘CoC’) has meticulously evaluated the matrix in approving the plan of resolution professional and the sole member of CoC having 100 per cent voting share has already approved the plan in their commercial wisdom, the Adjudicating Authority cannot substitute its views with the commercial wisdom of the CoC nor deal with

Where default was committed prior to section 10A period, and the liability to pay interest having clocked prior to section 10A period, the view taken by the Adjudicating Authority that the liability of interest which occurred during section 10A period should be ignored or should not be computed for triggering CIRP is misconceived The aim and objective of section 10A is to protect a corporate debtor from the filing of any insolvency application against it for any default committed during the

Proviso to sub-section (4) of section 31 has to be read to mean that though the approval by the Competition Commission of India (‘CCI’) is mandatory, the approval by the CCI prior to approval of the committee of creditors is directory The question of obtaining approval from the Competition Commission of India (‘CCI’) only arises when resolution plan submitted contains a combination and require approval from the CCI. After submission of plan, the resolution applicant applies for approval of combination from

Neither section 25 nor section 28 empowers the resolution professional or the committee of creditors to obtain an MSME certificate to enable the back door entry of the defaulting promoter(s) into the corporate debtor The benefit of section 240A can only be availed by a genuine MSME enterprise, whose registration or MSME certification is done prior to the commencement of CIRP of a corporate debtor. Neither the promoters/ex-directors nor the resolution professional/committee of creditors are empowered under the Code to obtain

The Court should not allow claims against the corporate debtor arising from the arbitral award after the resolution plan has been accepted by the committee of creditors In terms of section 15 and regulation 6 of the Regulations, a public announcement of the corporate insolvency resolution plan (‘CIRP’) through newspapers would constitute deemed knowledge of the corporate debtor/committee of creditors (‘CoC’) and its plea of not being aware of newspaper announcement is not one which should be available to a commercial

A decision by public authority, etc., may fall within the jurisdiction of the tribunals constituted under the Code, where the issue relates to or arises out of the dues payable to an operational or financial creditor The observation of the Supreme Court in Embassy Property Developments (P.) Ltd. v. State of Karnataka [2019] 153 CLA 366 that the claim of the public authority will have to be adjudicated and paid only in a manner prescribed in the resolution plan as approved

The NCLT has no jurisdiction in the matters related to the sick industrial companies where schemes were sanctioned under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 In view of the order of the Supreme Court in Spartek Ceramics India Ltd. v. UOI dated 25th October, 2018, Notification No. SO 1683(E) dated 24th May, 2017 does not confer and give jurisdiction to the NCLT to decide the issues related to the schemes sanctioned under the Sick Industrial Companies

It cannot be argued that since the date of issuance of the cheque is beyond three years from the date of issuance of promissory note, debt has to be classified as time barred debt Whether the debt is a legally enforceable debt or other liability would arise on the facts and circumstance of each case and in that light the question as to whether the power under section?482 is

Where corporate debtor is sought to be revived and successful resolution applicant proposes excess amount, the Adjudicating Authority ought to have remitted the plan to the CoC for reconsideration, and ought not to have rejected the plan There is no lack of jurisdiction in the Adjudicating Authority to remit the plan for reconsidering the amendment which the successful resolution applicant himself was requesting to be carried out. The Adjudicating Authority ought not to have rejected the resolution plan and accepting the

It is not open to the Adjudicating Authority to reject the application for approval of the resolution plan on the ground that the plan could not have contained a provision for extinguishment of personal guarantee of the personal guarantors The Adjudicating Authority committed error in rejecting the application for approval of the resolution plan on the ground that plan could not have contained a provision for extinguishment of personal guarantee of the personal guarantors. More so, the resolution plan allocates a

When the committee of creditors (‘CoC’) has approved a resolution plan by 100 per cent voting share after considering its feasibility and viability, such decision of CoC is a commercial decision. There can be no fetters on the commercial wisdom of the CoC When the CoC after considering the viability and feasibility of the resolution plan has approved the same with 100 per cent vote share, it fairly and

class="summary"> The Adjudicating Authority has jurisdiction to entertain/initiate the insolvency proceedings of the personal guarantor even when no CIRP proceedings is pending against the corporate debtor The Adjudicating Authority/Tribunal has jurisdiction to entertain/initiate the insolvency proceedings of the personal guarantors even when no corporate insolvency resolution process (‘CIRP’) proceedings is pending against the corporate debtor, and in any event, the CIRP proceedings, is pending, and continued to be pending against the corporate debtor. Insolvency and Bankruptcy Code, 2016 – Section 95 read with

Secured creditors opting not to relinquish their security interest are presumed that such secured creditors have recovered most of their dues by enforcement of their security outside the liquidation proceedings A secured creditor has to take a calculated decision, at the outset of the liquidation process, whether or not to relinquish its secured interest. In case it does so, its dues rank high in the waterfall mechanism. In

The authors, in this article, have tried to analyse the recent ruling of the Delhi High Court in Mankind Pharma Limited v. Novakind Bio Sciences (P.) Ltd. In order to analyse the legal position of the case, the authors have provided several legislations and has substantiated their arguments in light of different case law related to the trade mark law in India.

The Competition (Amendment) Act, 2023 has introduced sections 48A and 48B to empower the Competition Commission of India (‘CCI’) in handling alleged contraventions. Section 48A grants the CCI the authority to resolve proceedings against entities accused of violations, while section 48B allows entities facing inquiries to propose commitments regarding alleged contraventions mentioned in the Commission’s order. In response to these amendments, the CCI has unveiled the draft CCI (Settlement) Regulations, 2023, and the draft CCI (Commitment) Regulations, 2023. Given the

This article aims to discuss and analyse the concept of green banking, its growing advent in India and internationally followed practices. The authors, intend to highlight the ongoing initiatives of Reserve Bank of India (‘RBI’) with respect to green banking, the future challenges and viable solutions for the same. “Green is a process, not a status. We need to think of ‘green’ as a verb, not an adjective.” -Daniel Goleman

The author has, in this article, analysed the provisions of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023 notified on 14th June, 2023.

In this article, the author has studied that sub-regulations (1) and (2) of regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is infructuous, overlapping and unwarranted, which may be deleted and compliance burden eased.

Concept of unpublished price sensitive information (‘UPSI’) is all set to change with the proposal of the SEBI to link the concept of UPSI to ‘material events’ as provided in regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The author is of the view that if this proposal goes through, all material events listed in regulation 30 will become UPSI.

The Chapter X of the Companies Act, 2013 relating to audit and auditors has been in the eye storm and the fiduciary relationship between the auditor and the company is emerging like a titanic ship. In this article, the author writes about resignation of an auditor.

The aim of this article is to evaluate the current legal jurisprudence on the question of availability of ‘Arbitration’ as an alternate to the Debts Recovery Tribunal mechanism and what precautions should be kept in mind when it is decided by the bank to retain an arbitration clause in the loan transactions or whether arbitration is non-suited for banking recovery at all.

In this article the author analyses the SEBI Circular dated 28th March, 2023 setting out norms for unlisted stock exchanges.

This paper is an attempt to study the management and dissemination of knowledge in companies which includes the what, why and how part of knowledge management (‘KM’) and the barriers involved in implementing the KM in the companies particularly in India. The author has also discussed regarding the way forward and how the companies can implement the KM.

The National Company Law Appellate Tribunal (Chennai Bench) in a significant ruling in the matter of Nirej Vadakkedathu Paul v. Sunstar Hotels & Estate (P.) Ltd. [2023] 173 CLA 298 dealt with the issue of objection by group of shareholders (which included some foreign portfolio investors) of corporate debtor against which corporate insolvency resolution process (CIRP) has been initiated by the Adjudicating Authority under section 7 of the Insolvency and Bankruptcy Code, 2016. In this article, the author delves into

This article deals with a very trivial but important and practical issue emphasising upon applicability of all applicable provisions as enumerated in the Companies Act, Rules, Secretarial Standard and SEBI Listing Regulations to meetings of a committee of directors in public or listed companies.

In this article, the author tells a story of digital transformation which is the integration of digital technology into all areas of a business.

This paper is an attempt to unravel those philosophical underpinnings which identify corporations in India as social institutions, envisaging a sustainable future for the human entity; rather than merely an economic unit generating profits for the owners and shareholders. The researcher proposes to evaluate the philosophical foundations of corporations as social entities and its reflection in the laws and policies, and jurisprudential theories in context of corporate laws in India. It attempts to answer a pertinent question, i.e., whose sustainability

This article summarises various provisions relating to payment of interest on deposits accepted by companies. The author has analysed and highlighted that, in case a depositor renews his deposit with the company before expiry of its term, the company cannot reduce the interest on account of premature payment.

In this case study, the authors delve into implications of the recent decision of the Division Bench of the Delhi High Court in TATA Steel BSL Ltd. v. Venus Recruiters Pvt. Ltd. [2023] 172 CLA 239, which held that the avoidance applications filed under the Code shall survive even beyond the conclusion of the corporate insolvency resolution process.

ChatGPT has the potential to revolutionise the way advocates work by making the process of research and case preparation more efficient and accurate. In this article, the author provides useful insight into ChatGPT.

In this article, the author discusses various issues that are still being identified and attempted to be reformed to shape up the scheme of arbitration in line with the international standards and practice.

In this article, the authors provide a bird’s eye view of emergency arbitration regime in India.

This is an opportunity to do pause, think and plainspeak, so the author starts with a caution that this piece will not bear attributes of scholarly outpouring.

Net worth – Computation – Has paid-up preference share capital to be taken into account – The fact that the general term share capital has been used in the definition clause and that the general term share capital includes preference share capital, the preference share capital should be taken into account for computation of net worth of a company.

Consumer Protection Act – Should its provisions be interpreted strictly and technically or liberally – Provisions of the Act have to be interpreted neither strictly nor technically. They should be interpreted liberally and generally to favour the unwary consumer. Any technical interpretation against the consumer would go to knock out the objective behind this laudable enactment.

Statutory requirements – Are they to be complied with guarantees by a subsidiary to loan granted to its holding company at the time resolution is passed or when the guarantee is invoked – The guarantee given is in the nature of agreement to discharge the loan, if the holding company does not discharge it. In this view, if at all any requirements have to be complied with or any approval has to be taken then they should be complied with

Society – Registration under Socities Registration Act, 1860 - Is it a body corporate - Societies registered under a State enactment would be deemed to be bodies corporate, if such an applicable State legislation confers either directly or indirectly the status of bodies corporate on societies registered under that legislation.

Offences – Will decriminalisation of certain offences by the Companies (Amendment) Act, 2020 apply to offences committed before

Lease – Tenure of property - Is it mandatory to mention in a lease deed - The period of lease need not be mentioned in the lease document unless it is the requirement of a local law or of usage, in which event the deeming provision of section 106 of the Transfer of Property Act, 1882 would come into play.

Dishonour of cheque – Offence when arise – If the amount shown in the demand notice is higher than the amount due on the presentation of the cheque, no criminal offence is made out.

Corporate debtor – Can majority shareholders be allowed to intervene in proceedings for initiation of CIRP – The majority shareholders should be permitted to intervene in the proceedings and put forward their case effectively before the NCLT, so that it can come to informed conclusion and pass appropriate orders.

Inter se transfer of assets – Do they partake character of fraudulent trading – Transfer of assets among/within the group companies will not partake the character of a fraudulent trading

Statutory debt of corporate debtor under a scheme floated during pendency of CIRP – Can a benefit available for payment thereof – On the corporate debtor making the payment of the settled amount, which is obviously beyond the date stipulated under the scheme, the benefits available under the scheme should be made available to it.

Compliance officer of listed company – Can he rely on assurances of various officers/organs of the company – It cannot be contended that the role of the compliance officer is limited to redressing grievances of investors. He is also required to ensure compliance with the Buy-back Regulations

Resolution professional – Does he become functus officio on approval of resolution plan – He would become functus officio, on the approval of the resolution plan by the Adjudicating Authority.

Perpetual preference shares – Can a company issue – Sub-section (1) of section 55 of the Companies Act, 2013 impliedly prohibits the creation of perpetual preference shares.

Insolvency resolution process – Initiation of – Guarantor whose favourable award is under execution – Can he prefer application under section 7 of the Code – Where object of preferring application is for expeditiously recovery of guaranteed amount, guarantor cannot be allowed to prefer application.

Auditor – Does joint holding of a share disqualify person to be appointed as auditor – Since second/third joint holder has no interest in joint holding so as to influence functioning of auditor, he cannot be deemed to be a holder of security referred to in section 141.

Insider trading – During the prohibited period – Is it an offence or only those voluntarily made resulting in undue gain to an insider – Prohibition should not apply to distress sale or a sale under a statutory requirement or where no benefit or undue advantage has accrued.

Share certificate – Company not having a common seal – Is it mandatory for company secretary to sign share certificates issued by it – Share certificates have to be signed by two directors or by a director and the company secretary, where the company concerned has appointed a company secretary.

Undertaking as defined in Explanation (i) to section 180(1)(a) – Can it be disposed of with the consent of the members by special resolution – Business activity which is not consistently contributing to the coffers of a company could be disposed of without the consent of the members.

Non-cumulative preference shares – Voting right vest in holders of – Will it survive even if the shares are not redeemed – From the expiry of the date set for redemption, the preference shares unredeemed will cease to be preference shares and in consequence, the voting rights conferred on the holders of unredeemed preference shares would lapse.

Financial creditor – Is lessor of movable property a financial creditor – Since lease of machinery to the corporate debtor, no money passes from the lessor to the lessee, transaction is not a transaction resulting in financial debt and the other party is not a financial creditor.