Model Tripartite Agreement between the Issuer Company, Existing Share Transfer Agent and New Share Transfer Agent as per Regulation 7(4) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/79 dated 25th May 2023issued by SEBI 1. As per regulation 9A (1)(b) of SEBI (Registrar to an Issue and Share Transfer Agent) Regulations, 1993: “Without prejudice to its obligations under any other law for the time being in force, RTA shall enter into a legally binding agreement with the body corporate or

Revision in Computation of Core Settlement Guarantee Fund in Commodity Derivatives Segment SEBI/HO/MRD/MRD-POD-1/P/CIR /2023/78 dated 23rd May 2023issued by SEBI 1. SEBI vide Circular CIR/MRD/DRMNP/25/2014 dated August 27, 2014 had prescribed norms related to Core Settlement Guarantee Fund (Core SGF), Default waterfall and Stress Test for recognised Clearing Corporations

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 No. SEBI/LAD-NRO/GN/2023/130 dated 23rd May 2023issued 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

Dematerialisation of Securities of Hold Cos and SPVs held by Infrastructure Investment Trusts (InvITs) SEBI/HO/DDHS-PoD-2/P/CIR/2023/76 dated 22nd May 2023issued by SEBI 1. Regulation 14(4)(r) of SEBI (Infrastructure Investment Trusts) Regulations, 2014 ("InvIT Regulations") provides that the units of InvIT shall be issued only in dematerialized form to all the applicants. 2. In order to promote dematerialization of securities, encourage ease of doing business, improve transparency in the dealings of

Dematerialisation of Securities of Hold Cos and SPVs held by Real Estate Investment Trusts (REITs) SEBI/HO/DDHS-PoD-2/P/CIR/2023/75 dated 22nd May 2023issued by SEBI 1. Regulation 14(18) of SEBI (Real Estate Investment Trust) Regulations, 2014 ("REIT Regulations") provides that the units of REIT shall be issued only in dematerialized form to all the applicants. 2. In order to promote dematerialization of securities, encourage ease of doing business, improve transparency in the dealings of securities of SPVs/ Hold Cos, it has been decided that

Enforcement of Certain Sections of the Competition (Amendment) Act, 2023 with effect from 18th May, 2023 S.O. 2228(E) dated 18th May 2023issued by MCA In exercise of the powers conferred by sub-section (2) of section 1 of the Competition (Amendment) Act, 2023 (9 of 2023), the Central Government hereby appoints the 18th day of May, 2023 as the date on which the provisions of the following sections of the said Act shall come into force, namely:- Serial Number Sections (1) Sections 1 to 5 (both inclusive); (2) Sections

  Consultation Paper on proposed review of the definition of Unpublished Price Sensitive Information (UPSI) under SEBI (Prohibition of Insider Trading) Regulations, 2015 to bring greater clarity and uniformity of compliance in the ecosystem Dated 18th May 2023issued by SEBI 1. Objective 1.1. Soliciting public comments / views on the proposed amendment to the definition of UPSI, under SEBI (Prohibition of Insider Trading) Regulations, 2015 (hereinafter referred to as “PIT Regulations” or “PIT”), to bring greater clarity and uniformity of compliance in the ecosystem

Foreign Exchange Management (Current Account Transactions) (Amendment) Rules, 2023 G.S.R. 369(E) dated 16th May 2023issued by Ministry of Finance In exercise of the powers conferred by section 5 and sub-section (1), clause (a) of sub-section (2) of section 46 of the Foreign Exchange Management Act, 1999 (42 of 1999), and in consultation with the Reserve Bank of India, the Central Government having considered it necessary in the public interest, makes the following amendment to the Foreign Exchange Management

Securities and Exchange Board of India (Employees' Service) (Amendment) Regulations, 2023 SEBI/LAD-NRO/GN/2023/129dated 15th May 2023issued by SEBI In exercise of the powers conferred by 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 (Employees' Service) Regulations, 2001, namely: — 1. These regulations may be called the Securities and Exchange Board of India (Employees' Service) (Amendment) Regulations, 2023. 2.

Companies (Compromises, Arrangements and Amalgamations) (Amendment) Rules, 2023 G.S.R. 367(E) dated 15th May 2023issued by MCA In exercise of the powers conferred by sub-sections (1) and (2) of section 469 read with section 233 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, namely :- 1. Short title and commencement.- (1) These rules may be called the Companies (Compromises, Arrangements and Amalgamations) (Amendment) Rules, 2023. (2)

Investment in units of Mutual Funds in the name of minor through guardian SEBI/HO/IMD/POD-II/CIR/P/2023/0069dated 12th May 2023issued by SEBI SEBI Circular no. SEBI/HO/IMD/DF3/CIR/P/2019/166 dated December 24, 2019 has prescribed the uniform process to be followed across Asset Management Companies (AMCs) in respect of investments made in the name of a minor through a guardian. Based on recommendation of Mutual Fund Advisory Committee, it has been decided as under: 1. In partial modification to

Direct Market Access (DMA) to SEBI registered Foreign Portfolio Investors (FPIs) for participating in Exchange Traded Commodity Derivatives (ETCDs) SEBI/HO/MRD/MRD-PoD-1/P/CIR/2023/68 dated 10th May 2023issued by SEBI 1. In order to promote institutional participation in ETCDs, SEBI, vide Circular No. SEBI/HO/MRD/MRD-RAC-1/P/CIR/2022/131 dated September 29, 2022 permitted FPIs to participate in ETCDs subject to certain conditions specified therein. 2. SEBI vide Circular No MRD/DoP/SE/Cir-7/2008 dated April 3, 2008, Circular No MRD/DoP/SE/Cir-03/2009 dated February 20, 2009

Companies (Removal of Names of Companies from the Register of Companies) (Second Amendment) Rules, 2023 G.S.R. 354(E) dated 10th May 2023issued by MCA In exercise of the powers conferred by sub-sections (1), (2) and (4) of section 248 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, namely:- 1. Short title and commencement.- (1)

Activities when carried out in the course of business on behalf of or for another person, as the case may be, notified as an activity for the purposes of sub-clause (vi) of clause (sa) of sub-section (1) of section 2 of the Prevention of Money-laundering Act, 2002 S.O. 2135(E) dated 9th May 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

Comments invited on the Regulations notified under the Insolvency and Bankruptcy Code, 2016 Press Release No. IBBI/PR/2023/05 dated 4th May 2023issued by IBBI Section 240 of the Insolvency and Bankruptcy Code, 2016 (Code) empowers the Insolvency and Bankruptcy Board of India (IBBI) to make regulations. For this purpose, IBBI has evolved a transparent and consultative process. It has been the endeavour of the IBBI to effectively engage stakeholders in the regulation making process. The process factors in ground realities, secures ownership of

Financial transactions carried out by a relevant person on behalf of his client, in the course of his or her profession, in relation to the activities under sub-clause (vi) of clause (sa) of sub-section (1) of section 2 of the Prevention of Money-laundering Act, 2002 S.O. 2036(E) dated 3rd May 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

Special Economic Zones (Second Amendment) Rules, 2023 G.S.R. 334(E) dated 27th April 2023issued 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. (1) These rules may be called the Special Economic Zones (Second Amendment) Rules, 2023. (2) They shall come into force on the date of their publication

Corrigendum to the Competition (Amendment) Act, 2023 Dated 26th April 2023issued by Ministry of Law and Justice In the Competition (Amendment) Act, 2023 (9 of 2023), published in the Gazette of India, Extraordinary, Part II, Section 1, dated the 11th April, 2023, Issue No. 9, in page 19, line 39, for “Explanation”, read “Explanation 1”. © All rights reserved with Jus Scriptum.

Bank Guarantees (BGs) created out of clients’ funds SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/061 dated 25th April 2023issued by SEBI 1. Currently Stock Brokers (SBs)/ Clearing Members (CMs) pledge client's funds with Banks which in turn issue Bank Guarantees (BGs) to clearing corporations for higher amounts. This implicit leverage exposes the market and especially the client's funds to risks. Pursuant to discussions with various stakeholders, it has been decided to implement the following measures in order to safeguard the interests of

Modifications in the requirement of filing of Offer Documents by Mutual Funds SEBI/HO/IMD/IMD-RAC-2/P/CIR/2023/60 dated 25th April 2023issued by SEBI 1. SEBI, vide Circular SEBI/HO/IMD/DF2/CIR/P/2016/68 dated August 10, 2016, mandated submission of soft copy of the final SIDs along with printed/final copy seven working days prior to the launch of the scheme. 2. As part of the go green initiative, in partial modification of the aforementioned circular, it has been decided that AMCs shall file all final offer documents (final SID

The proceedings before the Commission being summary in nature, the Forum/Commission could not decide complaints involving tortuous acts or criminality like fraud or cheating, since deficiency in service cannot be presumed, and has to be proved by the person alleging it Where the proceedings before the Forum/Commission under the Consumer Protection Act/National Consumer Disputes Redressal Commission are not summary in nature, and the complaints involve highly disputed questions of facts or the cases involve tortuous acts or criminality like fraud or

Regulation 30A provides for withdrawal application filed under section 12A being entertained before constitution of the committee of creditors Section 12A does not specifically mention withdrawal of applications admitted under sections 7, 9 and 10 where the committee of creditors (‘CoC’) has not been constituted but at the same time it does not debar entertaining applications for withdrawal even before constitution of the CoC. Therefore, the application under section 12A for withdrawal cannot be said to be kept pending for constitution

The rehabilitation scheme under section 18 shall bind all the creditors including the unsecured creditors and the unsecured creditors have to accept the scaled down value of its dues provided under the rehabilitation scheme The view taken by the High Court of Delhi in Continental Carbon India Ltd. v. Modi Rubber Ltd. [2012] 110 CLA (Snr.) 20 (Del.) that on approval of a scheme by the BIFR under the Act, the unsecured creditors has an option not to accept the scaling

Attachment made as per sub-section (3) of section 24 of the Prohibition of Benami Property Transactions Act, 1988 (‘Benami Property Act’), cannot be a subject-matter of proceedings under sub-section (5) of section 60. The Adjudicating Authority is not the proper fora to determine the controversies revolving around the Benami Property Act. Therefore, filing of the application by the liquidator per se is not maintainable in the eyes of law Ingredients of sub-section (5) of section 60 clearly indicates that it is

Proceedings under section 138 can continue simultaneously during the pendency of the proceedings under the Insolvency and Bankruptcy Code The scope of nature of proceedings under the Negotiable Instruments Act and the Code is quite different and would not intercede each other. A bare reading of section 14 of the Code would make it clear that the nature of proceedings which have to be kept in abeyance do not include criminal proceedings under section 138. It cannot be pleaded that just

The development rights created in favour of the corporate debtor constitute ‘property’ within the meaning of clause (27) of section 3, clause (f) of section 18 read with clause (a) of sub-section (2) of section 25. Resolution professional is duty bound under clause (a) of sub-section (2) of section 25 to take custody and control the same From the sequence of events and the terms and conditions contained in the agreements entered into by the parties, it is more clear than

The stock broker not only has to obtain a certificate of registration for each of the stock exchange but at the same time has to pay prescribed fee in reference to each certificate of registration It has been decided by the Supreme Court in Securities and Exchange Board of India v. National Stock Exchange Members Association [2022] 171 CLA 1 and remains no more res integra in view of decision wherein it has been held that the stock broker not only

Residuary jurisdiction of the NCLT under clause (c) of sub-section (5) of section 60 is limited. It cannot give any finding on the issue whether the agreement between two parties is still subsisting or not and also cannot interpret terms of an agreement to third-party contract Application for directing the resolution professional to supply paraxylene to the corporate debtor as and when plant becomes functional is not maintainable, as the dispute in question between the corporate debtor and respondent is de

When the Board of directors of the appellant-company has authorised filing of the appeal by authorised person, it cannot be said that the appeal filed by the appellant is incompetent The Board of directors is fully competent to take all steps on behalf of appellant including initiation of legal proceedings. When the Board has authorised filing of the appeal through authorised representative, the submission cannot be accepted that appellant is not authorised by the shareholders. The appeal by financial creditor who

Clause (b) of sub-section (1) of section 16 does not envisage or provide statutory limitation period from the date on which aggrieved person obtained knowledge of registration/incorporation of a company. This provision is categoric that the period of 3 years shall run from the date of incorporation Section 16 is categoric in extending two methods by which rectification of name can take place. While the Central Government is given unfettered power to effect rectification at any point in time, a registered

What amount is to be paid to different classes or sub-classes of creditors in accordance with provisions of the Code and the related Regulations, is essentially the commercial wisdom of the committee of creditors ; and a dissenting secured creditor like the appellant cannot suggest a higher amount to be paid to it with reference to the value of the security interest Just because of the fact that a creditor enjoys the protection of a security interest, he cannot be treated

It is the settled principle of law that in an application under section 7, there is no place for any third party other than the financial creditor and the corporate debtor. The shareholders of the financial creditor or of the corporate debtor in their capacity as a shareholder have no locus standi to get themselves impleaded There is no specific law which allows any shareholder of the corporate debtor to challenge the admission of insolvency resolution process of the corporate debtor,

In the statutory construct the applicant, who filed application under section 9 of the Code, is liable to bear the expense/fees of insolvency resolution professional (‘IRP’) as regulation 33 of the CIRP Regulations clearly provides Where the operational creditor has failed to substantiate any lapses or deficiency in the performance of duties by the insolvency resolution professional (‘IRP’), and committee of creditors (‘CoC’) could not be constituted by the IRP but that was not on account of any inefficiency or lexity

There is no requirement of issuance of a fresh notice under section 8 as it cannot be read as part of the submission of information as provided in the first proviso to sub-rule (1) of rule 5 of the Companies (Transfer of Pending Proceedings) Rules, 2016 After the transfer of winding up proceedings as per Companies (Transfer of Pending Proceedings) Rules, 2016 (‘Rules’) read with amendments made in section 434 of the Companies Act, 1956 as applicable to the Code if

Timelines prescribed in regulation 35A is not mandatory and the requirement for approaching the Adjudicating Authority for relief on or before 135th day of the insolvency commencement date is only directory Timelines prescribed in regulation 35A is not mandatory and the requirement for approaching the Adjudicating Authority for appropriate relief on or before 135th day of the insolvency commencement date (‘ICD’) is only directory. Since regulation 35A must be read along with the statutory construct of the Code which by itself

Where resolution applicant is not a related party as per definition in clause (24) of section 5, it is eligible to file resolution plan Upon a perusal of clause (a) of sub-section (1) of section 32A (inserted by an Ordinance promulgated on 28th December, 2019) read with the definition of ''''''''''''''''related party'''''''''''''''' in clause (24) of section 5, it is ex facie evident that the resolution applicant is not an associate company/related party of the corporate debtor. Further, interpretation of section

Where the period of CIRP was over long ago, the Adjudicating Authority, subsequent to completion of CIRP period, cannot direct the CIRP process to begin again by providing for inviting applications for fresh resolution plan. Where CoC has exercised its commercial wisdom and approved the resolution plan, even the CoC cannot be allowed to change its view When after following the provisions of the Code and Regulations, the resolution plan has been approved by the Adjudicating Authority, the approval by the

Adjudicating Authority has not been invested jurisdiction and authority to review the decision of the CoC to replace the resolution professional It is well settled that the Code does not postulate jurisdiction for the Adjudicating Authority to undertake scrutiny of the justness of the majority opinion expressed by financial creditors by way of voting. The insolvency regime introduced under the Code has placed fetters on the power of interference by the Adjudicating Authority. Applying this principal, the Adjudicating Authority being a

Only the High Courts can frame rules for dress code for the appearance of the advocates before it, the Courts and Tribunals. Bar Council of India Rules shall prevail and the Tribunals have no authority to issue any instructions determining the dress code From the conjoint reading of section 34 of the Advocate Act and Bar Council of India Rules, it is clear that only the High Courts can frame rules for dress code for the appearance of the advocates before

Where the applicants originally were allottees, the mere fact of they being the decree holders does not in any way alter the original nature of homebuyers/allottees. Passing of decree/recovery certificate does not change the nature of debt and to maintain their application under section 7, they have to meet the threshold criteria embodied under section 7 From the order of the UP-RERA, it is evident that the applicants are allottees of a real estate project and under the pretext that they

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.

In this article, the authors have analysed the recommendations of the Company Law Committee for the inclusion of the new concept of ‘forensic audit’ under the Companies Act, 2013. The article intends to provide insight into the role of forensic audit in deterring corporate crimes.

Societies Registration Act, 1860, a more than one and a half centuries old British-era enactment, is ripe for repeal as all existing societies registered under this Act may be converted into companies, in terms of section 8 of the Companies Act, 2013, meant for promotion of commerce, art, science, sports, education, research, literature, social welfare, religion, charity, health, environment, etc., which will provide greater transparency, governance, administration, regularisation, uniformity and information in public domain. Economic Times of 24th October, 2022

In State Tax Officer v. Rainbow Papers Ltd. [2022] 170 CLA 292 (SC), the preference has been given to the Government dues under the Gujarat Value Added Tax Act by reading it as a “Secured Creditor” and while doing so, the Supreme Court has created an altogether new insolvency jurisprudence in regard to the interpretation of Section 53 of the Insolvency and Bankruptcy Code, 2016 (‘the Code’) and thus, in this way, it has possibly drifted away from the very

Post-COVID-19 liberalisation and changing systems under the Companies Act, 2013 (‘the Act’) for holding general meetings have taken away shine of many age-old procedures and phrases. Author has discussed, in this article, the relevant provisions and reasons for losing significance of some of them. It is also emphasised that while “closure of register of members” is optional for all companies under the Act, ‘record date’ is mandatory for all listed companies under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This article analyses the proposed amendments to the Companies Act, 2013 relating to related party and procedural or approval process in related party transactions.

This article deals with conduct of annual general meetings and fallacies faced with introduction of video conferencing/other audio visual means with respect to items of ordinary business, especially re-appointment of director liable to retire. In the end, the author has raised a few questions for consideration of stakeholders and action by the regulators.

In this Article, the author has analysed various recommendations of the Committee for amendments in the Companies Act and the Rules thereunder alongwith his own comments.

India is a secular country. But it comprises of people of various religions. To name a few, Hindus, Buddhists, Parsis, Christians, Muslims, etc. Every religion preaches its followers that it is their duty to take care of the downtrodden. Government has proclaimed that it is with ‘Sabke Sath’. Despite this, there are no administrators in this sacred land to take care of the interests of the holders of unredeemed preference shares as would be seen from this write up.

It is incredible and unbelievable that the Companies Act, 2013 bears, recognises, refers to, stipulates for and deals with more than three dozen (38) types of companies. In this article, the author has assimilated/tabulated all these companies along with their references, basic characteristics and his own comments.

In this article, the author makes in-depth analysis of Foss v. Harbottle Rule and its applicability in Indian and English legal framework. He concludes that while in India the rule does not have mechanical application as it is determined on case-to-case where the minority is squashed by the majority and the majority can get away with the fact that they are ‘in majority’.

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.

Non-obstante clause – Two statutes containing – Which statute would prevail – It would be proper to assume that it is intention of the Legislature while passing the Bill, that the non-obstante clause in the later legislation should prevail.

Moratorium – Declared under section 14 – Will it extend limitation period for initiation of proceedings against corporate debtor – Sub-section (6) of section 60 of the Code would come to the rescue of the corporate debtor if the action proposed to exercise the right is within the period of limitation set out under the Limitation Act plus the exact period of the duration of the moratorium declared under section 14 of the Code.

NCLT – Residual powers – Can NCLT exercise power to adjudicate a contract which is unrelated to proceedings for insolvency resolution process - The residuary jurisdiction of NCLT cannot be invoked if the termination of the contract is based on grounds unrelated to the insolvency of the corporate debtor

Partnership – Conversion into LLP – Is stamp duty payable thereon – There being no instrument of transfer of assets of the erstwhile partnership firm to the LLP, the question of payment of stamp duty and registration charges does not arise as these are chargeable only on the instruments indicated in section 3 of the Stamp Act and section 17 of the Registration Act.

Income-tax payable by corporate debtor – Is the Income-tax Department to the extent thereof a secured creditor of corporate debtor – The Income-tax Department meets with the definition of the secured creditor for the purposes of the Code.

Holder of recovery certificate under the Debts Recovery Act – Can he be considered as a financial creditor for initiation of insolvency resolution process under section 7 of the Code – Liability in respect of a claim arising out of recovery certificate would be a “financial debt” within the meaning of Clause (8) of section 5 of the Code. Consequently, the holder of the recovery certificate would be a ‘financial creditor’ within the meaning of clause (7) of section 5

Annual financial statements/Report of Board of directors – Are they to be considered and approved at one and the same Board meeting – Report of the Board of directors can be considered and approved at the same meeting after the relative financial statement is considered and approved by it and after the report of the auditors is adopted. It can be at the same meeting, as usually the case or at a later meeting.

‘Control’ – Used in Company Law – What does it mean – By exercising power in the negative covenants in the agreement/articles of association, person or entity cannot be said to have control over the affairs of the company.

Reduction of Capital – Can securities premium account be utilised therefor – By following the procedure prescribed for reduction of capital, the credit balance at the foot of the Securities Premium Account can be used for purposes other than that mentioned in sub-section (2) of section 52 of the Companies Act, 2013.

Subsidiary – When it could be classified as a wholly-owned subsidiary of its holding company - Unless the entire shares with voting rights is owned by a holding company (and not partly by it and the remaining by one or more of its subsidiaries) in a subsidiary, the latter cannot be called the fully owned subsidiary of the former.

Acquisition of shares – In compliance with the order of the NCLT – Will compliance require company to comply with section 66 relating to reduction of capital – Compliance need not be established.