Securities and Exchange Board of India (Foreign Portfolio Investors) (Amendment) Regulations, 2022 No. SEBI/LAD-NRO/GN/2022/64dated 14th January 2022issued by SEBI In exercise of the powers conferred by sub-section (1) of Section 30 read with sub section (1) of Section 11, clause (ba) of sub-section (2) of Section 11 and sub-sections (1) and (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992, and under Section 25 of the Depositories Act, 1996, the Securities and Exchange Board of India hereby,

  Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 No. SEBI/LAD-NRO/GN/2022/63dated 14th January 2022issued 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 and Exchange Board of

Companies (Registration Offices and Fees) (Amendment) Rules, 2022 G.S.R. 12(E) dated 11th January 2022issued by MCA In exercise of the powers conferred by sections 396, 398, 399, 403 and 404 read with subsections (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 (Registration Offices and Fees) Rules, 2014, namely:— 1. Short title and commencement. (1) These rules may be called the Companies (Registration Offices and

Section 56 of the Companies (Amendment) Act, 2020 enforced with effect from 1st July, 2022 S.O. 148(E)dated 11th January 2022issued by MCA In exercise of the powers conferred by sub-section (2) of section 1 of the Companies (Amendment) Act, 2020 (29 of 2020), the Central Government hereby appoints the 1st July, 2022, as the date on which the provisions of section 56 of the said Act shall come into force. © All rights reserved with Jus Scriptum.

Second and third proviso to clause (i) of section 80 of the Companies (Amendment) Act, 2017 enforced with effect from 1st July, 2022 S.O. 147(E)dated 11th January 2022,dated 11th January 2022, In exercise of the powers conferred by sub-section (2) of section 1 of the Companies (Amendment) Act, 2017 (1 of 2018), the Central Government hereby appoints the 1st July, 2022, as the date on which the provisions of second and third proviso to clause (i) of section 80 of the said

Framework for operationalizing the Gold Exchange in India SEBI/HO/CDMRD/DMP/CIR/P/2022/07dated 10th January 2022issued by SEBI 1. SEBI Board in its meeting held on September 28, 2021 approved the framework for Gold Exchange and SEBI (Vault Managers) Regulations, 2021. 2. Government of India vide Gazette notification S.O. 5401 (E) dated December 24, 2021, has declared “electronic gold receipts” as ‘securities’ under Section 2(h)(iia) of the Securities Contracts (Regulation) Act 1956, and vide Gazette notification dated December 31, 2021, SEBI (Vault Managers) Regulations, 2021, have been

Disclosure obligations of listed entities in relation to Related Party Transactions SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000006dated 7th January 2022issued by SEBI 1. Vide notification dated September 07, 2021, Regulation 15(1A) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘LODR Regulations’) was introduced stipulating that Regulations 15 to 27 of Listing Regulations shall be applicable to high value debt listed entities1 on a ‘comply or explain’ basis. 2. Subsequently, vide amendment dated November 9, 2021, Regulation 23 of the LODR Regulations on related party transactions was

Consultation paper for Review of SEBI (Collective Investment Schemes) Regulations, 1999 Dated 7th January 2022issued by SEBI 1. Objective The objective of the consultation paper is to seek comments / views from the public on the proposals that are intended to strengthen the regulatory framework for Collective Investment Schemes (CIS) as well as empower the Collective Investment Management Company (CIMC) to effectively discharge their responsibilities towards the investors of the schemes. 2. Background 2.1. Many companies had been raising capital from investors through issuance of

Extension of additional charge of Dr. Navrang Saini, Whole Time Member, IBBI as Chairperson, IBBI till 5th March, 2022 Press Release No. IBBI/PR/2022/02dated 7th January 2022issued by IBBI The Central Government vide order dated 4th January, 2022 extended the additional charge of Dr. Navrang Saini, Whole-time Member, Insolvency and Bankruptcy Board of India (IBBI) as Chairperson of IBBI beyond 13th January, 2022, till the completion of his tenure in IBBI on 5th March, 2022 or till the joining of

Provisions of sub-rule (1A) of rule 9 of the Prevention of Money-laundering (Maintenance of Records) Rules, 2005 shall not apply to the Foreign Portfolio Investor G.S.R. 5(E)dated 4th January 2022issued by Ministry of Finance In exercise of the powers conferred by sub-clause (i) of clause (h) of sub-rule (2) of rule 9A of the Prevention of Money-laundering (Maintenance of Records) Rules, 2005, the Central Government in consultation with the regulatory authority, namely the Securities and Exchange Board of India, in the public

Delegation of powers under sub-section (11) of section 132 of the Companies Act, 2013 to the National Financial Reporting Authority S.O. 35(E) dated 4th January 2022issued by MCA In exercise of the powers conferred by sub-section (1) of section 458 of the Companies Act, 2013 (18 of 2013), the Central Government hereby delegates its powers under sub-section (11) of section 132 of the said Act to the National Financial Reporting Authority for the purpose

National Financial Reporting Authority (Recruitment, Salary, Allowances and Other Terms and Conditions of Service of Secretary, Officers and Other Employees of Authority) (Amendment) Rules, 2022 G.S.R. 4(E)dated 4th January 2022issued by MCA In exercise of the powers conferred by sub-section (11) of section 132 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the National Financial Reporting Authority (Recruitment, Salary, Allowances and Other Terms and Conditions of Service of Secretary,

Schemes of Arrangement by Listed Entities - Clarification with respect to timing of submission of NOC from the lending scheduled commercial banks/ financial institutions/ debenture trustee SEBI/HO/CFD/SSEP/CIR/P/2022/003dated 3rd January 2022issued by SEBI 1. SEBI vide Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated November 16, 2021 and Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/659 dated November 18, 2021 has notified changes to the Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020. 2. In respect of the NOC as required in terms of Circular dated November 16,

Options on Commodity Futures - Product Design and Risk Management Framework - Modification in exercise mechanism SEBI/HO/CDMRD/DNP/CIR/P/2022/01dated 3rd January 2022issued by SEBI 1. SEBI vide Circular no. SEBI/HO/CDMRD/DMP/CIR/P/2017/55 dated June 13, 2017, permitted Commodity Derivatives Exchanges to introduce trading in Options on Commodity Futures and stipulated guidelines with regard to the product design and risk management framework to be adopted for trading in options on commodity futures. 2. Based on feedback received from Stock Exchanges and the recommendations of Commodity Derivatives Advisory Committee

Securities Contracts (Regulation) (Procedure for Holding Inquiry and Imposing Penalties) (Amendment) Rules, 2021 G.S.R. 931(E)dated 31st December 2021issued by Ministry of Finance In exercise of the powers conferred by clause (hd) and clause (i) of sub-section (2) of section 30 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Central Government hereby makes the following rules further to amend the Securities Contracts (Regulation) (Procedure for Holding Inquiry and Imposing Penalties) Rules, 2005, namely:- 1. (1) These rules may be called the

Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) (Amendment) Rules, 2021 G.S.R. 919(E)dated 31st December 2021issued by Ministry of Finance In exercise of the powers conferred by clauses (da) and clause (f) of sub-section (2) of section 29 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Central Government hereby makes the following rules further to amend the Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties) Rules,

Depositories (Procedure for Holding Inquiry and Imposing Penalties) (Amendment) Rules, 2021 G.S.R. 932(E)dated 31st December 2021issued by Ministry of Finance In exercise of the powers conferred by sub-section (1) and clause (a) of subsection (2) of section 24 of the Depositories Act, 1996 (22 of 1996), the Central Government hereby makes the following rules further to amend the Depositories (Procedure for Holding Inquiry and Imposing Penalties) Rules, 2005, namely:- 1. (1) These rules may be called the Depositories (Procedure for Holding Inquiry and

Non-compliance with provisions related to continuous disclosures SEBI/HO/DDHS_Div2/P/CIR/2021/699dated 29th December 2021issued by SEBI 1. SEBI vide circular no. SEBI/HO/DDHS/DDHS/CIR/P/2020/231 dated November 13, 2020 prescribed a uniform structure for levying fines and taking action for non-compliance with continuous disclosure requirements specified under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), by the issuers of listed Non-Convertible Securities and/ or Commercial Papers. 2. Pursuant to the recent amendments to SEBI LODR Regulations, it has been decided to

Relaxation on levy of additional fees in filing of e-forms AOC-4, AOC-4 (CFS), AOC-4 XBRL, AOC-4 Non-XBRL and MGT-7/MGT-7A for the financial year ended on 31.03.2021 under the Companies Act, 2013 General Circular No.22/2021dated 29th December 2021issued by MCA In continuation to Ministry's General Circular No.17/2021 dated 29.10.2021, keeping in view various requests received from stakeholders regarding relaxation of levy of additional fees for annual financial statement/return filings required to be done for the financial year ended on 31.03.2021, it has

SEBI Board decisions PR No.38/2021dated 28th December 2021,issued by SEBI The SEBI Board met in Mumbai on 28th December 2021 under the Chairmanship of Shri Ajay Tyagi. The Part-Time Members joined the meeting through video conferencing. The Board, inter-alia, took the following decisions: I. Amendments to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 The Board approved the proposal to amend various aspects of regulatory framework under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations) and consequential amendment to SEBI

The residuary jurisdiction of the NCLT under clause (c) of sub-section (5) of section 60 cannot be invoked if the termination of a contract is based on the grounds unrelated to the insolvency of the corporate debtor Where it is evident that the appellant had time and again informed the corporate debtor that its services were deficient, and it was falling foul of its contractual obligations and there is nothing to indicate that the termination of the facilities agreement was motivated

Where the subsequent events caused change in the management and control of the corporate debtor, the immunities, sought by the corporate debtor under sector 32A, cannot be denied Where the subsequent events indisputably caused change in the management and control of the corporate debtor, the immunities sought by the corporate debtor under section 32A, though conditional yet all these conditions have been fulfilled and satisfied, viz., (i) resolution plan in regard to the corporate debtor has been approved by the Adjudicated

A court is not forbidden, either expressly or by necessary implication, from intervening in a matter assessing the validity of the resolutions proposed at the requisitioned extraordinary general meeting under sub-section (4) of section 100 The court is not precluded from itself looking at the legality of the proposed resolutions in the extraordinary general meeting (‘EGM’). There is nothing in sub-section (4) of section 100 that a resolution proposed by either the Board or set of requisitionists cannot ever be called

The appellant has to file his appeal before the Appellate Tribunal within 30 days which can be extended up to a period of fifteen days, and no more, upon showing sufficient cause. The appellant having failed to apply for a certified copy, rendered the appeal filed before the Appellate Tribunal as clearly barred by limitation Sub-sections (1) and (2) of sections 61 consciously omit the requirement of limitation being computed from when the “order is made available to the aggrieved party”,

Managerial personnel cannot be held vicariously liable unless there are specific allegations and averments against them with respect of their individual role The magistrate has to record his satisfaction about a prima facie case against the accused who are managing director/company secretary/directors of the company and the role played by them in their respective capacities which is sine qua non for initiating criminal proceedings against them. Looking to the averments and the allegations in the complaint, there are no specific allegations

The challenge to the jurisdiction of the Tribunal has to be raised before the Tribunal itself. The Act, being a complete code, the statutory mechanism under it cannot be bypassed It is a settled law the challenge to the jurisdiction of the NCLT ought to have been raised before the NCLT itself. Once the proceedings have been initiated before the NCLT and if the NCLT is seized with the company petition, all contentions including power of the respondent to initiate such

Once the requirements of the Code have been fulfilled, the Adjudicating Authority and the Appellate Tribunal are duty bound by the discipline of the statutory provisions. Neither the Adjudicating Authority nor the Appellate Tribunal have an uncharted jurisdiction in equity. The jurisdiction arises within and as a product of a statutory frame work The jurisdiction, which has been conferred upon the Adjudicating Authority in regard to the approval of a resolution plan, is statutorily structured by sub-section (1) of section 31.

The definition of ‘financial debt’ in clause (8) of section 5 does not expressly exclude an interest free loan. The expression ‘financial debt’ would have to be construed to include interest free loans advanced to finance the business operations of a body corporate The NCLT and NCLAT overlooked the words ‘if any’ , occurring in definition of the ‘financial debt’ in clause (8) of section 5, which could not have been intended to be otiose. ‘Financial debt’ means outstanding principal due

span>Section 34 cannot be held to include within it a power to modify an arbitral award The power of the court under section 34 to set aside an arbitral award would not include the power to modify such an award. Judgment of the Madras High Court laying down as a matter of law that, at least insofar as arbitral awards made under the National Highways Act, 1956, section 34 must be read as to permit modification of an arbitral award made

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

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

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

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

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

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

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

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

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

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

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

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

In this article, the author has studied and analysed sweeping, far reaching, wide ranging and penetrating changes, as notified by the SEBI on 9th November, 2021, with respects to listing obligations and disclosure requirements for ‘related party’ and ‘related party transactions’, vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021.

This article talks about how the concept of oppression and mismanagement has evolved and strengthened over the years from a mere definition in the Needle’s case1 to a strong position in the Vikram Bakshi case2 where the rights of the minority shareholders were further strengthened. It also seeks to look at the evolution of the rights of minority shareholders in terms of statutory legislation and judicial developments.

This article is intended to delve into the present scenario of challenges that are being faced by the registered valuers in getting the valuation assignments and lists out suggestive measures to overcome these challenges.

In a recent judgment, the Supreme Court in the case of “Project Director, NHAI v. M. Hakeem [2021] 164 CLA 173 (‘Hakeem’) ; settled one of the most perplexed questions as to whether the power to set aside an arbitral award under section 34, Arbitration and Conciliation Act, 1996 includes the power to modify such award and ruled that power to set aside an arbitral award does not include the power to modify it. In this article, the author make

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

Rectification of register of members – Can share transfer agent apply therefor under section 59 – If the requisite powers have been delegated to share transfer agent by the Board of directors, he would be competent to apply for rectification of register of members for in such a event he would be acting as an agent of the company.

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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