Norms for investment and disclosure by Mutual Funds in Derivatives SEBI/HO/IMD/IMD-I DOF2/P/CIR/2021/580 dated 18th June 2021issued by SEBI 1. SEBI vide Circular No. Cir/IMD/DF/11/2010 dated August 18, 2010 has, inter alia, prescribed the guidelines for participation of mutual fund schemes in Interest Rate Swaps (IRS). In this regard based on the feedback received from the industry, it has been decided to modify paragraph 8 of the aforesaid circular as follows: “8. (a) Mutual Funds may enter into plain

Framework for administration and supervision of Investment Advisers under the SEBI (Investment Advisers) Regulations, 2013 SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/579 dated 18th June 2021issued by SEBI 1. As per Regulation 14 of the SEBI (Investment Advisers) Regulations 2013 (“IA Regulations”), SEBI may inter-alia recognize any body or body corporate for the purpose of regulating Investment Advisers (“IA”) and delegate administration and supervision of the IAs on such terms and

Companies (Creation and Maintenance of databank of Independent Directors) (Amendment) Rules, 2021 G.S.R. 418(E) dated 18th June 2021issued by MCA In exercise of the powers conferred by section 150 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules, to amend the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019, namely:- 1. Short Title and Commencement.- (1) These rules may be called the Companies (Creation and Maintenance of

The Insolvency and Bankruptcy Board of India invites comments from the public on the Regulations notified under the Insolvency and Bankruptcy Code, 2016 Press Release No. IBBI/PR/2021/12 dated 17th June 2021issued 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

  Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 - System driven disclosures for inclusion of listed Debt Securities SEBI/HO/ISD/ISD/CIR/P/2021/578 dated 16th June 2021issued by SEBI 1. SEBI, vide circular no. SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 09, 20201, implemented the System Driven Disclosures in phases, under SEBI (Prohibition of Insider Trading) Regulations, 2015. 2. In terms of the aforesaid Circular, System Driven Disclosures has

Relaxation from the requirement of minimum vesting period in case of death of employee(s) under SEBI (Share Based Employee Benefit) Regulations, 2014 SEBI/HO/CFD/DCR2/CIR/P/2021/576 dated 15th June 2021issued by SEBI 1. Presently, regulation 18(1) and 24(1) of the SEBI (Share Based Employee Benefit) Regulations, 2014 (“SBEB Regulations”) provides that there shall be a minimum vesting period of one year in case of employee stock options (“options”) and stock appreciation rights (“SAR”). 2. Further, regulation 9(4) of the SBEB Regulations states that in the

Companies (Meetings of Board and its Powers) (Amendment) Rules, 2021 G.S.R. 409(E) dated 15th June 2021issued by MCA In exercise of the powers conferred by sections 173, 177, 178 and section 186, 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 (Meetings of Board and its Powers) Rules, 2014, namely:— 1. (1) These rules may be called the Companies (Meetings of Board and its Powers)

Revised Framework for Regulatory Sandbox SEBI/HO/ITD/ITD/CIR/P/2021/575dated 14th June 2021issued by SEBI 1. With the intent to promote innovation in the securities market, SEBI had issued framework for Regulatory Sandbox vide circular no.: SEBI/HO/MRD-1/CIR/P/2020/95 dated June 05, 2020. 2. In order to enhance the reach and achieve the desired aim, the eligibility criteria of the Regulatory Sandbox is revised. 3. The Objective of Regulatory Sandbox: To grant certain facilities and flexibilities to the entities regulated by SEBI so that they can experiment with FinTech solutions

Review of Foreign Direct Investment (FDI) policy on Insurance Sector Press Note No. 2 (2021 Series) dated 14th June 2021issued by DPIIT The Government of India has reviewed the extant FDI policy on Insurance sector and has made the following amendments under the Consolidated FDI Policy of 2020, as amended from time to time (FDI Policy): 1.1 Para 5.2.22 of FDI Policy is amended to be read asunder: Para 5.2.22 INSURANCE Sector/Activity % of Equity/ FDI Cap Entry Route 5.2.22.1 Insurance Company 74% Automatic 5.2.22.2 Intermediaries or Insurance Intermediaries including

Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) (Amendment) Rules, 2021 G.S.R. 396 (E) dated 9th June 2021issued by MCA In exercise of the powers conferred by sub-sections (1), (2), (3), (4), (8), (9), (10) and (11) of section 125, sub-section (6) of section 124 and sub-sections (9) and (9A) of section 90 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules, further to amend

Companies (Incorporation) (Fourth Amendment) Rules, 2021 G.S.R. 392(E) dated 7th June 2021issued 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 (Incorporation) Rules, 2014, namely:- 1. (1) These rules may be called the Companies (Incorporation) Fourth Amendment Rules, 2021. (2) They shall come into force on the date of their publication in the Official Gazette. 2. In

Payment of margins for transactions in Government Securities by Foreign Portfolio Investors A.P. (DIR Series) Circular No.06 dated 4th June 2021 Attention is invited to the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018 notified, vide Notification No. FEMA 3(R)/2018-RB dated December 17, 2018, as amended from time to time, and the relevant directions issued thereunder. 2. All transactions in government securities concluded outside the recognized stock exchanges are settled on a guaranteed basis by the Clearing Corporation of India Ltd. (CCIL) which

  Centralized Database for Corporate Bonds/ Debentures SEBI/HO/DDHS/DDHS1/P/CIR/2021/572 dated 4th June 2021issued by SEBI 1. SEBI vide circular no. CIR/IMD/DF/17/2013 dated October 22, 2013, on ‘Centralized Database for Corporate Bonds/ Debentures’ mandated Depositories to jointly create, host, and maintain a Centralized Database of corporate bonds held in demat form. 2. Pursuant to discussions with market participants, it has been decided to further streamline the database and provide further ease of access of information for investors. In view of the same, it is proposed

Enhancement of Overseas Investment limits for Mutual Funds SEBI/HO/IMD/IMD-II/DOF3/P/CIR/2021/571 dated 3rd June 2021issued by SEBI 1. The Para 1 of SEBI Circular No. SEBI/HO/IMD/DF3/CIR/P/2020/225 dated November 05, 2020 specified the overseas investment limits per Mutual Fund. 2. In this regard, based on the representations received from Mutual Fund industry to enhance the investment limits per Mutual Fund, the limits are being revised as under: 2.1 Mutual Funds can make overseas investments subject to a maximum

Streamlining the process of IPOs with UPI in ASBA and redressal of investor grievances SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated 2nd June 2021issued by SEBI 1. SEBI vide Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (hereinafter referred to as “the circular”), which came into effect from May 01, 2021 had put in place measures to have a uniform policy to further streamline the processing of ASBA applications through UPI process among intermediaries/SCSBs and also provided a mechanism of compensation to

‘Off-market’ transfer of securities by FPI SEBI/HO/FPI&C/P/CIR/2021/0569 dated 1st June 2021issued by SEBI 1. The Finance Act, 2021 provides tax incentives for relocating foreign funds to International Financial Services Centre (IFSC) in order to make the IFSC in GIFT City a global financial hub. 2. In view of the above objective and to further facilitate such ‘relocation’, it has been decided that a FPI (‘original fund’ or its wholly owned special purpose vehicle) may approach its DDP for approval of a

Relaxation in compliance with requirements pertaining to AIFs and VCFs SEBI/HO/IMD/IMD-I/DOF6/CIR/2021/568 dated 31st May 2021issued by SEBI 1. SEBI in receipt of representation from AIF Industry, requesting extension of timelines for various regulatory filings and compliances for AIFs and VCFs, due to ongoing second wave of the CoVID-19 pandemic and restrictions imposed by various state governments. 2. After consideration, it has been decided to extend the due dates for regulatory filings by

Foreign Exchange Management (Borrowing and lending) (Amendment) Regulations, 2021 No. FEMA. 3(R)2/2021-RB dated 24th May 2021issued by RBI In exercise of the powers conferred by Section 47 of the Foreign Exchange Management Act, 1999 (42 of 1999) and in partial modification of its Notification No. FEMA 3(R)/2018-RB dated December 17, 2018, the Reserve Bank makes the following amendment in the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018, as amended from time to time, namely: 2. Short title and commencement: - (i) These Regulations

Clarification on offsetting the excess CSR spent for FY 2019-20 Circular E-file no. CSR-01/4/2021-CSR-MCA dated 20th May 2021issued by MCA Keeping in view the spread of COVID-19 in India, an appeal dated 30.03.2020 was made to MDs/CEOs of top 1000 companies in terms of market capitalization, to contribute generously to “Prime Minister's Citizen Assistance and Relief in Emergency Situations Fund” (PM CARES Fund). In the appeal, it was mentioned that such contribution may, inter-alia, include the unspent CSR amount, if any,

Relaxation from compliance to REITs and InvITs due to the CoVID -19 virus pandemic SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/563 14th May 2021issued by SEBI 1. SEBI is in receipt of representations from InvITs and REITs requesting extension of timelines for various regulatory filings and compliances for InvITs and REITs for the period ending March 31, 2021, inter-alia, due to ongoing second wave of the CoVID-19 pandemic and restrictions imposed by various state governments. 2. After consideration, it has been decided to extend the due date for

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

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

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

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

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

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

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

Commercial arrangements of collusive nature with corporate debtor do not constitute a ‘financial debt’ creating a financial creditor Since the commercial arrangements between Spade and AAA and the corporate debtor were collusive in nature, they would not constitute a ‘financial debt’. Hence, Spade and AAA are not financial creditors of the corporate debtor. Insolvency and Bankruptcy Code, 2016 – Section 5(7)/(8) – Financial creditor – Financial debt – Commercial arrangement collusive in nature – Will they constitute ‘financial debt’ – Are they

Where nominee directors of promoter of corporate debtor have significant influence in functioning of corporate debtor, the promoter would be a related party and shall not to be included in the committee of creditors Where on juxtaposition of articles of association of a company as well as the definition of ‘related party’ as given in the Code, it is evident that the nominee directors have significant influence in decision making process of the corporate debtor, the contention of resolution professional that

Petitioner stood disqualified to be a director by operation of provisions of sub-section (2) of section 164 for the failure of defaulting company to file financial statements and annual returns for the relevant period, and his director identification number stood cancelled Where the Registrar of Companies had taken into consideration defaults in respect of a company governed by the provisions of the Act and in respect of a period which was also governed by that Act, the petitioner was not entitled

Directions given by the High Court to reactivate director identification numbers and digital signature certificate numbers of affected directors to enable them to avail of Fresh Start Scheme, 2020 Where directors have attracted disqualification for failure to file financial statements, resulting in deactivation of director identification numbers and digital signature certificates numbers, and the Companies Fresh Start Scheme, 2020 provides for directors to be given opportunity to avail of the said scheme, considering the facts and circumstances the High Court directed

Order for corporate insolvency resolution process cannot be passed against company whose name is not in existence as on date, and petition under section 10 has to be dismissed After filing of an application under section 10 the applicant-company is required to maintain a status quo in relation to major decisions taken, let alone keeping the company as a going concern. It is required to restrain itself from making any change to the constitution of the shareholding pattern, list of secured/unsecured

Deactivation of director identification number by notice dated 7th April, 2017 is liable to be set aside as relevant amendments in sections 164 and 167 from 1st April, 2014 have to be applied prospectively Amendment to sub-section (2) of section 164 with effect from 1st April, 2014 had to be applied prospectively, and the three year default contemplated therein had to commence from the financial year 2014-15 and end in the financial year 2016-17. The operation of amended proviso to clause

Proceeding initiated for offence of dishonor of cheque under section 138/141 against a corporate debtor is covered by clause (a) of sub-section (1) of section 14 of the Insolvency and Bankruptcy Code. Therefore, proceeding under those sections cannot be initiated against directors/person in management without the corporate debtor For the period of moratorium, since no section 138/141 proceeding can continue or be initiated against the corporate debtor because of a statutory bar, such proceedings can be initiated or continued against the

Any waiver of pre-deposit of debt due in an appeal to the entire extent by the High Court would be against the mandatory requirement of section 21 and, therefore, order of the High Court is not sustainable in law When further amount is due and payable in discharge of the decree/recovery certificate issued by the Debt Recovery Tribunal in favour of the appellant bank, the High Court does not have the power to waive the pre-deposit in its entirety nor can

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

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

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

Company refusing to register shares where original share certificates got lost, directed to rectify register of shares, as company cannot refuse to register shares in such a situation Where original share certificates get lost, refusal by company not to register shares on the ground that share certificates are not produced, is arbitrary, and the company shall be directed to rectify register. Companies Act, 2013 – Section 56 – Register of members – Rectification of register – Original share certificate lost

There is no express provision enabling waiver of fees/penalty under the Act There is no provision under the Act which permits the Registrar of Companies to file the documents sought to be registered/filed under the Act without payment of requisite filing fee and/or payment of additional fees. There is also no express/enabling provision for the waiver of fees/penalty under the Act. Therefore, the direction by the Tribunal to the Registrar of Companies not to levy any fee/penalty is untenable, Companies

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

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

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

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

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

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

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

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

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

In this article, the authors discuss thread bare the decision of the Supreme Court in the case of Government of India v. Vedanta [Civil Appeal No. 3185 of 2020, dated 16th September, 2020] which provides clarity with respect to the limited application of curial law in an international commercial arbitration proceeding.

COVID-19 pandemic has raised an important question of relevance of the terms ‘seat’/’venue’ of arbitration in virtual hearing of dispute resolution. In this article the author makes an attempt to explore this question to find an answer.

In this article, the author delves into the concept of sale of corporate debtor as a going concern in a liquidation process under regulations 32(e) and 32A of the IBBI (Liquidation Process) Regulations, 2016.

In this article, the authors make an attempt to resolve dilemma of whether to opt or not to opt for employee stock option given to an employee which gives him a right to purchase or subscribe at a future date the shares offered by the company at a pre-determined price.

The purpose of this article is to undertake a threefold exercise which will throw light on the concept and practice of cross-collateralisation in the lending industry and to analyse the jugdment of the Delhi High Court in Sunil Goel v. Indiabulls Housing Finance Ltd. dated 31st August, 2020.

Auditing Standards Board constituted by ICSI approved four Auditing Standards. These Standards are recommendatory for audit engagements accepted by the auditor on or after 1st July, 2019 and mandatory for audit engagements accepted by the auditor on or after 1st October, 2020. These Standards are on audit engagement, audit process and documentation, forming of opinion and secretarial audit. In this article, the author explains audit process and documentation.

This article is intended to give a bird’s eye view of provisions of the Companies Act, 2013 and the Rules framed thereunder dealing with appointment and remuneration of independent directors.

This article is intended to deliberate on challenges to the valuation of shares in a buy-back of shares by a company.

In this article the authors discuss principles of law governing third party collateral and guarantee fee agreements along with essential covenants needed in third party collateral agreements and the need for such agreements.

This article dwells upon chequered history of corporate social responsibility concept which was formally introduced in section 135 of the Companies Act, 2013 read with Schedule VII thereto and the Companies (Corporate Social Responsibility) Rules, 2014 and had undergone multiple amendments from time-to-time with a view to ease of doing business.

This article is intended to give a bird’s eye view of the Companies Fresh Start Scheme, 2020 initiated by the Ministry of Corporate Affairs in the wake of lockdown situation caused by the Covid-19 Pandemic to relieve the companies from remission of additional fees on delayed compliance with the provisions of the Companies Act, 2013 and Rules/Regulations made thereunder.

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

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

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

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

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

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

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

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

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

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

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

Lien – Whether company has lien on shares held by a member for amounts payable otherwise than on shares – In case a company has excluded regulations 9 to 12 of Table F of Schedule I relating to lien, then by virtue of the provisions of section 46 of the Sale of Goods Act, 1930 it can retain the shares in possession till the dues are paid. It can also sell the shares by virtue of the provisions of section

Nominee – Does he step into shoes of a deceased security holder – The nominee holds the properties in the securities as a trustee of the legal heir/s of the deceased and consequently is answerable to them for all actions in respect of the securities.

Limitation period – Set out in the Limitation Act/other special laws – Would it come in the way of filing applications, etc., before the courts – No ; however, in regard to limitation period, such extension is limited to period of 15 days after lifting lockdown.

Insolvency resolution plan – Approval by Adjudicating Authority - Can the Directorate of Enforcement attach assets of corporate debtors for an offence committed before commencement of insolvency resolution process – If the offence under investigation is committed by the erstwhile management of the corporate debtor, then the Enforcement Directorate should proceed against it and not against the assets owned by the corporate debtor which is under the control or management of different set of person or persons under the provisions

Reference to arbitration – To refer a dispute, is it mandatory that there should be a contract in writing – Being a commercial document, the arbitration agreement, in whatever form it is there, has to be interpreted in such a manner so as to give effect to the agreement.

Arbitral award – Application for setting aside – Can it be preferred beyond period of limitation under section 34 of the Arbitration and Conciliation Act, 1996 – Applicant cannot take recourse to the provisions of section 34 to filing an application beyond four months from the date of receipt of the award in arbitration and this period cannot be got extended even if there is any plausible and genuine reasons for doing so.

Disgorgement order – Whether it can be passed against several persons jointly/severally in respect of securities of a listed companies – The question of issuing a disgorgement order ‘jointly and severally’ against persons who have benefitted out of transactions in the stock exchange of securities of a listed company in their individual capacity would not arise.

NCLT – Power to supersede Board of directors – The Board of directors cannot be superseded by the NCLT invoking powers conferred under sub-section (2) of section 242

Documents of company – Whether its property – Document of a company, being movable property, if document is stolen for purposes of obtaining a wrongful gain, the company can take recourses to the Code to get redressed