Issue and listing of Commercial Paper by listed REITs SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/ 122 dated 22nd September 2022issued by SEBI 1. In terms of Reserve Bank Commercial Paper Directions, 2017 dated August 10, 2022 Real Estate Investment Trust (REIT) having net worth of INR 100 Crore or higher are eligible to issue commercial paper. 2. It has been decided that, REITs may issue listed commercial papers subject to the following: 2.1. REITs shall abide by the guidelines prescribed by Reserve Bank of

Issue and listing of Commercial Paper by listed InvITs SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/ 123 dated 22nd September 2022issued by SEBI 1. In terms of Reserve Bank Commercial Paper Directions, 2017 dated August 10, 2022 InvIT having net worth of INR 100 Crore or higher are eligible to issue commercial paper. 2. It has been decided that, InvITs may issue listed commercial papers subject to the following: 2.1. InvITs shall abide by the guidelines prescribed by Reserve Bank of India for issuances

Firewall between Credit Rating Agencies and their Affiliates SEBI/HO/DDHS/DDHS-RACPOD2/P/CIR/2022/ 121 dated 21st September 2022issued by SEBI I. SEBI (Credit Rating Agencies) Regulations, 1999 (“CRA Regulations”) provide for a principle-based regulation of Credit Rating Agencies (CRAs) focusing inter alia on prevention of conflict of interests. Regulation 13 of the CRA Regulations require CRAs to abide by the Code of Conduct contained in the Third Schedule. II. Further, CRA Regulations inter alia required CRAs to segregate certain activities to a separate entity under

Amendment in notification number S.O. 2435(E) dated 24th July, 2020 S.O. 4408(E) dated 21st September 2022issued by Ministry of Finance In exercise of the powers conferred by section 5(1)(c) of International Financial Services Centres Authority Act, 2019 (No. 50 of 2019), the Central Government hereby makes the following further amendment in the notification of the Government of India, Ministry of Finance, Department of Economic Affairs, number S.O. 2435(E) dated 24th July, 2020 (hereinafter referred to as the said

Insolvency and Bankruptcy Board of India (Information Utilities) (Second Amendment) Regulations, 2022 F. No. IBBI/2022-23/GN/REG/098 dated 20th September 2022issued by IBBI In exercise of the powers conferred by sections 196, 210 read with section 240 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), the Insolvency and Bankruptcy Board of India hereby makes the following regulations further to amend the Insolvency and Bankruptcy Board of India (Information Utilities) Regulations, 2017, namely:- 1. (1) These Regulations may be called the Insolvency and

Insolvency and Bankruptcy Board of India amends the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 and Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 Press Release No. IBBI/PR/2022/37 dated 20th September 2022 issued by IBBI The Insolvency and Bankruptcy Board of India notified the Insolvency and Bankruptcy Board of India (Liquidation Process) (Second Amendment) Regulations, 2022 (‘Amendment Liquidation Regulations’) and Insolvency and Bankruptcy Board of India (Voluntary Liquidation

Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Fifth Amendment) Regulations, 2022 F. No. IBBI/2022-23/GN/REG096 dated 20th September 2022 issued by IBBI In exercise of the powers conferred by clause (c) and clause (t) of sub-section (1) of section 196 read with section 240 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), the Insolvency and Bankruptcy Board of India hereby makes the following regulations further to amend the Insolvency and Bankruptcy Board of

Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) (Second Amendment) Regulations, 2022 No. IBBI/2022-23/GN/REG095 dated 16th September 2022issued by IBBI In exercise of the powers conferred by clause (t) of sub-section (1) of section 196 read with section 240 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), the Insolvency and Bankruptcy Board of India hereby makes the following regulations further to amend the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, namely: - 1. (1) These Regulations

Insolvency and Bankruptcy Board of India (Liquidation Process) (Second Amendment) Regulations, 2022 No. IBBI/2022-23/GN/REG094 dated 16th September 2022issued by IBBI In exercise of the powers conferred by clause (t) of sub-section (1) of section 196 read with section 240 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), the Insolvency and Bankruptcy Board of India hereby makes the following regulations further to amend the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016, namely: - 1. (1) These Regulations may be

Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Fourth Amendment) Regulations, 2022 No. IBBI/2022-23/GN/REG093 dated 16th September 2022issued by IBBI In exercise of the powers conferred by clause (t) of sub-section (1) of section 196 read with section 240 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), the Insolvency and Bankruptcy Board of India hereby makes the following regulations further to amend the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for

Companies (Specification of definition details) (Amendment) Rules, 2022 G.S.R. 700(E) dated 15th September 2022 issued 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 (Specification of Definition Details) Rules, 2014, namely:- 1. Short title and commencement.- (1) These rules may be called Companies (Specification of definition details) (Amendment) Rules, 2022. (2) They shall

Insolvency and Bankruptcy Board of India (Insolvency Professionals) (Second Amendment) Regulations, 2022 No. IBBI/2022-23/GN/REG092 dated 13th September 2022issued by IBBI In exercise of the powers conferred by sections 196, 207 and 208 read with section 240 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), the Insolvency and Bankruptcy Board of India hereby makes the following regulations further to amend the Insolvency and Bankruptcy Board of India (Insolvency Professionals) Regulations, 2016, namely: - 1. (1) These regulations may be called the Insolvency

Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2022 No. IBBI/2022-23/GN/REG091 dated 13th September 2022issued by IBBI In exercise of the powers conferred by clauses (aa) and (t) of sub-section (1) of section 196 read with section 240 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), the Insolvency and Bankruptcy Board of India hereby makes the following regulations further to amend the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate

Competition Commission of India (Procedure for Engagement of Experts and Professionals) (Amendment) Regulations, 2022 F. No. A-12015/01/2022-HR/CCI dated 12th September 2022issued by CCI In exercise of the powers conferred by clause (d) of sub-section (2) of Section 64, read with sub-section (3) of Section 17 of the Competition Act, 2002 (12 of 2003) the Competition Commission of India hereby makes the following regulations to amend the Competition Commission of India (Procedure for Engagement of Experts and Professionals) Regulations, 2009, namely:- 1. Short title and

Extension of Period of the Company Law Committee Order F. No. 2/1/2018-CL-V dated 5th September 2022issued by MCA In continuation of the Orders of even no. dated 23.09.2021, dated 17.09.2020 anddated 18.09.2019, the tenure of the Company Law Committee is hereby further extended by one year i.e. till 16.09.2023. 2. This issues with the approval of the competent authority. © All rights reserved with Jus Scriptum.

Performance/return claimed by unregulated platforms offering algorithmic strategies for trading SEBI/HO/MIRSD/DOP/P/CIR/2022/117 dated 2nd September 2022issued by SEBI 1. It has come to the notice of the Securities and Exchange Board of India (SEBI) that some unregulated platforms are offering algorithmic trading services/strategies to investors for automated execution of trades. Such services and strategies are being marketed with “claims” of high returns on investment. Further, “ratings” have been

Revision of fees applicable for Limited Insolvency Examination and Valuation Examinations Circular No. IBBI/EXAM/52/2022 dated 31st August 2022issued by IBBI IBBI conducts the Limited Insolvency Examination (LIE) in pursuance to regulation 3 of the Insolvency and Bankruptcy Board of India (Insolvency Professionals) Regulations, 2016. The said regulation inter-alia empowers IBBI to determine the syllabus, format and frequency of the examination to test the knowledge and application of knowledge of individuals in the areas of insolvency, bankruptcy and allied subjects. 2. IBBI, as the

Circular for Portfolio Managers SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2022/112 dated 26th August 2022issued by SEBI 1. The amendment to SEBI (Portfolio Managers) Regulations, 2020 (“PMS Regulations”) notified on August 22, 2022 (available at link), inter-alia mandates prudential limits on investments in associates/related parties of Portfolio Manager, the requirement of taking prior consent of client for such investments and restrictions based on the credit rating of securities. The definitions of the terms “related party” and “associate” have been provided in the PMS Regulations. The amendment to PMS

Enhanced Disclosures by CRAs and Norms on Rating Withdrawal SEBI/HO/DDHS/DDHS-RACPOD2/P/CIR/2022/ 113 dated 25th August 2022issued by SEBI I. SEBI (Credit Rating Agencies) Regulations, 1999 (“CRA Regulations”) provide for a principle-based regulation of CRAs focusing inter alia on enhanced transparency and disclosures by CRAs. Over time, SEBI has prescribed various disclosures under different circulars under the CRA Regulations. II. In order to allow investors and other stakeholders to properly use such disclosures in a fair assessment of CRAs, the following changes are

Disclosure requirement for Asset Management Companies (AMCs) SEBI/HO/IMD/DOF2/P/CIR/2022/111 dated 25th August 2022 issued by SEBI 1. SEBI has amended the definition of “associate” as per clause (c) of sub-regulation (1) of regulation 2 of SEBI (Mutual Funds) Regulations, 1996 vide Gazette Notification No. SEBI/LAD-NRO/GN/2022/92 dated August 03, 2022. The revised definition of Associate is as under: ““associate” includes a person,— (i) who directly or indirectly, by himself, or in combination

Where there was a pre-existing dispute with regard to the claim of the operational creditor against the corporate debtor, Adjudicating Authority fell in error in admitting the application under section 9 On reading of sections 8 and 9, it is patently clear that an operational creditor can only trigger the corporate insolvency resolution process (‘CIRP’), when there is an undisputed debt and a default in payment thereof. If the claim of the operational creditor is undisputed and the operational debt remains

The Adjudicating Authority as also the Appellate Tribunal fell in error in holding that once it was found that a debt existed and a corporate debtor was in default in payment of the debt, there would be no option to the Adjudicating Authority but to admit the petition under section 7 Even though clause (a) of sub-section (5) of section 7 may confer discretionary power on the Adjudicating Authority, such discretionary power cannot be exercised arbitrarily or capriciously. If the facts

Conclusion of insolvency resolution plan does not bar the financial creditor to initiate insolvency resolution process against the personal guarantor Conclusion of insolvency resolution plan does not bar the financial creditor to initiate insolvency resolution process against the personal guarantor. The financial creditor can always approach the Adjudicating Authority for initiating insolvency resolution process against personal guarantor of corporate debtor. In view of judgment of the Supreme Court in Lalit Kumar Jain v. Union of India [2021] 162 CLA 312 clause

Debt pertaining to unpaid licence fee is fully covered within the meaning of ‘operational debt’. Claim of licensor for use of demised premises for business purposes is an operational debt The claim of licensor for payment of licence fee for use of demised premises for business purposes is an ‘operational debt’ within the meaning of clause (21) of section 5. The Adjudicating Authority committed error in holding that the debt claimed by the operational creditor is not an ‘operational debt’. Insolvency and

Once a resolution plan has been approved, it becomes binding on all creditors including government. Consequently, it is not open to the Adjudicating Authority to issue a show cause notice and pass an order of penalty for failure to make requisite disclosure in violation of regulations 52 and 54 Once a resolution plan has been approved by the Adjudicating Authority, it becomes binding on all creditors including government under sub-section (1) of section 31 of the Insolvency and Bankruptcy Code, 2016.

Since the Income-tax Department was not precluded from reopening the assessment completed under sub-section (3) of section 143 of the Income-tax Act, 1961, these writ petitions have to be dismissed The provisions of the Code cannot be interpreted in a manner which is inconsistent with any other law in the time being in force. Therefore, the resolution plan sanctioned and approved cannot impinge on the rights of the Income-tax Department to pass any fresh assessment order under section 148 read with

Pledgee, on becoming the beneficial owner in the records of the depository, is contractually entitled to all rights including voting rights relating to the pledged shares without any restriction and restraint The terms of the contract between the pledgor and pledgee do not override the provisions of sections 176 and 177 and the requirement of compliance with sub-regulation (8) of regulation 58 (‘sub-regulation (8)’). Sub-regulation (8) neither creates any new rights and obligations nor it curtails or restricts the rights of

Claims of the home buyers who could not file their claims in time, but whose claims were reflected in the record of the corporate debtor, ought to have been included in the information memorandum, and resolution applicant ought to have taken note of the liabilities and should have appropriately dealt with them in the resolution plan Where the home buyers are aggrieved by order of Adjudicating Authority refusing to entertain their belated claims as financial creditors of the corporate debtor, there

There is no illegal or fraudulent transaction done by the respondents, when according to the resolution professional himself there was no asset of the corporate debtor, and the company had gone into losses, and was left with no debtors, and, hence, the applicant should have performed his duties assigned to him in the Code instead of flogging a dead horse. Insolvency and Bankruptcy Code, 2016 – Sections 25(2)(j) read with rule 11 of National Company Law Tribunal Rules, 2016 – Resolution

Where director of corporate debtor and resolution professional did not inform the EPF Department to file its claim, there is no error in the resolution plan not noticing and reflecting its claim Where in spite of director of the corporate debtor and the resolution professional being aware of the inquiry under section 7A of the Employees Provident Fund and Miscellaneous Provisions Act, 1952 did not take steps to inform the Department concerned to file its claim in the corporate insolvency resolution

The Code does not grant any protection to the petitioner for possessing the status of an auction purchaser in such a manner so as to wriggle out from the contractual obligation of non-payment of lease rents in the light of doctrine of “as is where is”, ”as is what is”, “whatever there is” and “no recourse” Insolvency and Bankruptcy Code, 2016 – Section 33 – Liquidation process – Initiation of liquidation – Jurisdiction of Adjudicating Authority to pass liquidation order on

Where a dispute was pre-existing prior to date of notice under section 8 and the Adjudicating Authority still admitted a section 9 application filed by the operational creditor, the impugned order deserves to be set aside Where it was clear case of the corporate debtor that all invoices regarding services provided had been paid and there was no claim due towards the minimum guarantee, and this was made clear by the corporate debtor even prior to date of section 8 notice,

In view of the provisions of clause (c) of sub-section (1) of section 14, which have overriding effect over any other law, any action to foreclose, recover or enforce any security interest created by the corporate debtor in respect of its property including any action under the SARFAESI Act is prohibited. The appellant-bank could not have continued the proceedings under the SARFAESI Act once the corporate insolvency resolution process was initiated and the moratorium was ordered After the corporate insolvency resolution

Where section 232 gives powers to the Tribunal to consider and decide calling of meeting of creditors, etc., the discretion given to the Tribunal with regard to the same is to be exercised judicially, and the appellant cannot claim dispensing with meetings as a right Where it is a question of merger and the provisions require and give discretion to the Tribunal with regard to calling of meetings, it is a discretion to be exercised judicially by the Tribunal following

Registration of the pawn, that is the dematerialised shares, in favour of PIFSL as the “beneficial owner” does not have the effect of sale of shares by the pawnee. The pledge has not been discharged or satisfied either in full or in part. PIFSL is not required to account for any sale proceeds which are to be applied to the debt on the “actual sale”. The two options available to PIFSL as the pawnee under section 176 of the Contract

The decision of the committee of creditors (‘CoC’) was taken after the members of the CoC had due deliberation to consider the pros and cons of the settlement plan and took a decision exercising their commercial wisdom. Neither the NCLT nor the NCLAT were justified in not giving due weightage to the commercial wisdom of CoC When 90 per cent and more of the creditors, in their wisdom after due deliberations, find that it will be in the interest of all

A liability in respect of a claim arising out of a recovery certificate would be a “financial debt” within the meaning of clause (8) of section 5. Consequently, the holder of the recovery certificate would be a financial creditor within the meaning of clause (7) of section 5. As such, the holder of such certificate would be entitled to initiate corporate insolvency resolution process, if initiated within a period of three years from the date of issuance of the recovery

The Adjudicating Authority cannot admit the section 9 application on the ground of non-payment of TDS amounts to the income-tax authorities The Adjudicating Authority committed serious error in admitting section 9 application on the submission of the operational creditor that non-payment of TDS amounts to default. Further, where operational creditor has misused the process of the Code in filing application for the revival of application under section 9, the operational creditor is liable to pay cost to the corporate debtor as

Considering the fact that in the lease there has been no disbursement of any debt (loan) or any sums by the lessor to the lessee, the appellant- lessor would not be a ‘financial creditor’ within the ambit of clause (8) of section 5 but would be an ‘operational creditor’ within the meaning of clause (20) of that section A debt is a liability or an obligation in respect of a right to payment. Irrespective of whether there is adjudication of

Sub-section (6) of section 60 clearly contemplates exclusion of the entire period of moratorium, extending thereby the period of limitation, and corporate debtor can take advantage of the same to bring the application under sub-section (6) of section 11 of the Arbitration and Conciliation Act, 1996 Sub-section (6) of section 60 contemplates exclusion of the entire period during which the moratorium was in force in respect of corporate debtor in regard to a proceeding as contemplated therein at the hands of

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’.

In this article the author has discussed the status of non-compliances under various regulatory Acts when a corporate insolvency resolution plan is approved against the corporate debtor in view of the recent order of the Securities Appellate Tribunal in ArcelorMittal Nippon Steel India Ltd. v. SEBI [2022] 169 CLA 114

This article is intended to give a bird’s eye view of ‘Shadow Director’ as envisaged under various provisions of the Companies Act, 2013 and the Rules made thereunder.

This article seeks to look at the domestic Indian laws in regard to shell companies and critically analyse the same. Indian laws are being analysed and an effort has been made to figure out the discrepancies therein. Laws made in other countries have also been looked at.

In this article, inspired by one recommendation of the Company Law Committee in its report dated 21st March, 2022, the author has endeavoured to make a case for incorporation of a wholly-owned subsidiary (‘WOS’) as one person company (‘OPC’) for doing business with ease in accordance with clause (68) of section 2 of the Companies Act, 2013. Also, that rule 3 of the Companies (Incorporation) Rules, 2014 is ultra virus the statutory provision.

In this article, the author makes an attempt to answer the question as to whether holding of meetings of companies by video conferencing or other audio-visual means is vires of the Companies Act, 2013.

In this article the author analyses roles and responsibilities of the Audit Committee/Auditors in respect of related party transactions as envisaged in section 188 of the Companies Act, 2013.

This article is intended to give an overview of independent directors as envisaged in sub-section (6) of section 149 and Schedule IV of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014.

This article attempts to familiarise the readers with the recent circular issued by the Securities and Exchange Board of India on issuance of securities in dematerialised form in the case of investor service requests while processing certain requests of investors and to provide simplistic explanations of terminologies/concept related thereof.

This article highlights the benefits of digital governance in the process of digital transformation. A technology-driven wave has defined a new outlook for businesses. Factors like regulatory support and peer competition have been responsible for the adoption of digital transformation. From a small vendor to a big businessman, everyone aspires to run their business efficiently. In the wake of this, digital transformation has played a key role.

In this article, the author has discussed the relationship between a holding company and its wholly owned subsidiary company in the backdrop of the provisions of section 186 of the Companies Act, 2013.

In this article the author has analysed the order of the National Company Law Tribunal in UOI v. Delhi Gymkhana Club Ltd. [2022] 167 CLA 431 and tried to find out whether it is in conformity with the powers of the Tribunal conferred under section 242 of the Companies Act, 2013

This article is intended to give an overview of the institution of proxy advisors firms which formulate recommendations on the decision of a corporate that requires a pre-requisite of shareholders’ approval.

In this article, the author has summarised and compared various provisions under the Companies Act, 2013 with regard to the four auditors, who are mandatory in India Inc. under the regulatory statute. He has further endeavoured to study and highlighted the irrationality, inconsistency and discrimination between the provisions relating to different auditors.

This article traces the evolution of sustainability of environmental, social and corporate governance reporting internationally and specifically in India. It also highlights the way forward and identifies likely impediments in the process.

This article highlights how the corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 (‘Code’) is unfair and unjust for operational creditors. It looks into the recent judgment of the Supreme Court in Committee of Creditors of Essar Steel India Ltd. v. Satish Kumar Gupta [2019] 153 CLA 275 and how it has contributed to the given situation of the operational creditors. The article shows how provisions in the Code and the Supreme Court ruling have placed the

SEBI vide its Circular dated 22nd October, 2019 {[2019]153 CLA (St.) 13} has prescribed a framework for listing of commercial papers at stock exchanges for increasing the investor participation. This article aims to abreast the companies and the investors of the process of issuing commercial papers, as also the process for listing of commercial papers at stock exchanges.

‘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.

Voting rights – Pledged shares – In whom will it vest – Voting rights in respect of shares pledged with the pawnor until, if and when, the pawnee sells the shares to third parties would vest with the pawnor.

Financial statements – Circulated to members - Can it be corrected after circulation – Financial statements after incorporating corrections/amendments duly approved by the Board of directors can be adopted in the annual general meeting.

Resolution professional – Fixation of remuneration – Is it necessary for the NCLT to pass a speaking order – The order of the NCLT should be a speaking order giving reasons for the order it has made.

Restoration of name – Struck off from register of companies – Can a company plead that its name be restored on the ground that it is carrying on business not authorised by memorandum of association – If the business is not authorised in the objects clause or incidental or ancillary thereto, then it is no business in the eye of law and in that situation it cannot successfully plead for restoration of its name.

Insolvency resolution process – Application for initiation by a financial creditor – Can it be filed against society – Financial creditor cannot file application for initiation of insolvency resolution process against a society which has not been notified by the Central Government.

Gratuity – Payable to a managing director/whole-time director who has been appointed from time-to-time for successive periods – Is it to be computed on the basis of the last drawn salary before cessation of appointment or salary drawn immediately before such appointment – It would be advisable to pay gratuity computed on the basis of the salary paid to managing director/whole-time director at the conclusion of each term of appointment.

Insolvency resolution process – Loan agreement on the basis of which application was made – Is it mandatory for loan agreement to be stamped fully - Adjudicating Authority cannot order initiation of corporate insolvency resolution process, if the application therefor is accompanied only by a copy of the loan agreement entered into by the financial creditor with the corporate debtor.

Insolvency resolution process – Application by financial creditor – Can it be signed on his behalf by its general power of attorney – The authorisation under the power of attorney includes the authority to take decision and to commence legal proceedings before any court or tribunal and to do all acts and deeds incidental, usual and consequential thereto. Therefore, an application under section 7 of the Insolvency and Bankruptcy Code, 2016 can be signed on behalf of the financial creditor

Appointment of arbitrator – Does Limitation Act, 1963 apply to a request of one party to another in an arbitration contract for appointment of an arbitrator under section 11 – Even though the provisions of the Limitation Act apply to proceedings in arbitration, yet it does not apply to an application for request for initiation of arbitration.

Extraordinary general meeting – Justification of maters set out in the notice for convening thereof received under section 100 – The Court can consider the vires or otherwise of the matters listed in the requisition before passing orders on the question of rejection by the Board of directors to call the extraordinary general meeting, as to whether it is correct or not.

Insolvency resolution process – Application by financial creditor – Power of the NCLT to order settlement of dispute between financial creditor and corporate debtor – While the NCLT can encourage settlement, it cannot order settlement.

Insolvency resolution process – Application by financial creditor – When limitation period would run for purpose of filing - Even though the period of limitation would be three years from the date of default, this period would get extended to further period/s of three years from the date of last acknowledgement, till the last acknowledgement is given in point of time.

Insolvency resolution process – Application by financial creditor – Can it be filed through a donee of power of attorney – If an officer or other employee of the financial creditor which is a body corporate has been given power to initiate, prosecute and conduct of legal proceedings before any court or tribunal, he can on behalf of the financial creditor sign the application preferred before NCLT under section 7 of the Code. Such an application can also be signed

General meetings – Which court is competent to issue injunction order in relation thereto – Only the High Court or other courts referred to clause (27) of section 2 are competent to issue any order which can be executed in relation to the company and no other courts have jurisdiction to issue injunction order.

Related party transactions – Non-approval of resolution in general meeting of a listed company – Does it vitiate the earlier adoption of annual financial statements ? – This being a procedural resolution and any non-approval thereof will not vitiate the related party transactions and make them void.

Promoter – Resolution on his appointment as non-executive director – Can he vote on resolution therefor – Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 would not come in the way of the appointee voting on the resolution on his appointment as a non-executive director.