Clarification with respect to Liquidators’ Fee under Clause (b) of Sub-regulation (2) of Regulation 4 of IBBI (Liquidation Process) Regulations, 2016 Circular No. IBBI/LIQ/61/2023dated 28th September 2023issued by IBBI Regulation 4 of the IBBI (Liquidation Process) Regulations, 2016 (Liquidation Regulations) provides for Liquidator’s fee. Sub-regulation (1) and (1A) provide that the fee payable to the liquidator be decided by the Committee of Creditors (CoC) or Stakeholders’ Consultation Committee (SCC), as the case may be. If liquidators’ fee is not fixed under sub-regulation

Nomination for Mutual Fund Unit Holders - Extension of Timelines SEBI/HO/IMD/IMD-I POD1/P/CIR/2023/160, dated 27th September 2023issued by SEBI 1. SEBI vide Circular No. SEBI/HO/IMD/IMD-II DOF3/P/CIR/2022/82 dated June 15, 2022 read with SEBI Circular No. SEBI/HO/IMD/IMD-I DOF1/P/CIR/2022/105 dated July 29, 2022, and SEBI Circular No. SEBI/HO/IMD/IMD-I POD1/P/CIR/2023/47 dated March 28, 2023 prescribed the requirement for nomination/ opting out of nomination for all the existing individual unit holder(s) holding mutual fund units either solely or jointly, by September 30, 2023, failing which the

Discussion Paper on Appointment of RP, Sharing of Report Prepared by the RP with the Personal Guarantor and Mandating Summoning of Meeting of the Creditors Dated 27th September 2023issued by IBBI This discussion paper solicits comments on following three issues, namely: - (i) Appointment of RP in the insolvency resolution process of personal guarantors (PGs) to corporate debtors (CDs); (ii) Sharing of report prepared by the resolution professional (RP) under section 99 of the Code with the PG and the creditors; and (iii) Mandating summoning

Extension of Timelines for Nomination in Eligible Demat Accounts and for Submission of PAN, Nomination and KYC Details by Physical Security Holders and Voluntary Nomination for Trading Accounts SEBI/HO/MIRSD/POD-1/P/CIR/2023/158, dated 26th September 2023issued by SEBI For trading and demat accounts 1. SEBI, vide circular no. SEBI/HO/MIRSD/RTAMB/CIR/P/2021/601 dated July 23, 2021, stipulates that trading accounts and demat account which do not have ‘choice of nomination’ by September 30, 20231 shall be frozen. 2. In this respect, based on the representations received from the

Clarification on Holding of Annual General Meeting (AGM) and EGM through Video Conference (VC) or Other Audio Visual Means (OAVM) and Passing of Ordinary and Special Resolutions by the Companies under the Companies Act, 2013 read with Rues made thereunder – Extension of Timeline General Circular No. 09/2023,dated 25th September 2023issued by MCA In continuation to this Ministry's General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022 and after due

SEBI Board Decisions PR No.21/2023, dated 21st September 2023issued by SEBI The 202nd meeting of the SEBI Board was held in Mumbai on 21st September, 2023. The SEBI Board discussed various trends in the securities markets including technology trends and SEBI’s approach to proactively planning for the same going forward. The SEBI Board also, inter-alia, approved the following: 1. Flexibility in the framework for Large Corporates (LCs) for meeting incremental financing needs through issuance of debt securities 1.1 The Board

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2023 No. SEBI/LAD-NRO/GN/2023/151 dated 19th September In exercise of the powers conferred by section 11, sub-section (2) of section 11A and section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with section 31 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Securities and Exchange Board of India hereby makes the following regulations to further amend the Securities and

  Insolvency and Bankruptcy Board of India (Insolvency Professionals) (Second Amendment) Regulations, 2023 No. IBBI/2023-24/GN/REG104 dated 18th September 2023issued by IBBI In exercise of the powers conferred by sections 196, 206, 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 and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2023 No. IBBI/2023-24/GN/REG106 dated 18th September 2023issued 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 to amend the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016,

  Mediation Act, 2023 Act 32 of 2023, assented by the President on 14th September 2023 An Act to promote and facilitate mediation, especially institutional mediation, for resolution of disputes, commercial or otherwise, enforce mediated settlement agreements, provide for a body for registration of mediators, to encourage community mediation and to make online mediation as acceptable and cost effective process and for matters connected therewith or incidental thereto. BE it enacted by Parliament in the Seventy-fourth Year of the Republic of India as follows:–– CHAPTER

Regulatory Reporting by AIFs SEBI/HO/AFD/SEC-1/P/CIR/2023/0155 dated 14th September 2023 issued by SEBI 1. In terms of Regulation 28 of SEBI (AIF) Regulations, 2012 read with Clause 15.1 of SEBI Master Circular for AIFs dated July 31, 2023, AIFs shall submit quarterly reports to SEBI in the formats specified with respect to the activities carried on by the AIFs. 2. In order to enable the AIF industry to have uniform compliance standards, ease compliance reporting and for regulatory and developmental

Extension of Period of the Company Law Committee Order F. No. 2/1/2018-CL-V dated 13th September 2023issued by MCA In continuation of the Orders of even no. dated 05.09.2022, 23.09.2021, 17.09.2020 and dated 18.09.2019, the tenure of the Company Law Committee is hereby further extended by one year i.e. till 16.09.2024. 2. This issues with the approval of the Competent Authority. © All rights reserved with Jus Scriptum.

Board Nomination Rights to Unitholders of Infrastructure Investment Trusts (InvITs) SEBI/HO/DDHS-PoD-2/P/CIR/2023/153 dated 11th September 2023issued by SEBI 1. Regulation 4(2)(h) of SEBI (Infrastructure Investment Trusts) Regulations, 2014 (“InvIT Regulations”) inter-alia provides that unitholder(s) holding not less than ten percent of the total outstanding units of the InvIT, either individually or collectively, shall be entitled to nominate one director on the board of directors of the Investment Manager, in the manner as may be specified by the Board. 2. Accordingly,

Clarification regarding Investment of Mutual Fund Schemes in Units of Corporate Debt Market Development Fund SEBI/HO/IMD/PoD2/P/CIR/2023/152dated 6th September 2023issued by SEBI 1. This has reference to SEBI Circular SEBI/HO/IMD/PoD2/P/CIR/2023/129 dated July 27, 2023 on Investment by Mutual Fund Schemes and AMCs in units of Corporate Debt Market Development Fund (“CDMDF”). 2. In this context, AMFI has requested that for calculation of asset allocation limits, the base may be considered as net asset excluding of investment in units of

New Format of Abridged Prospectus for Public Issues of Non-Convertible Debt Securities and/or Non-Convertible Redeemable Preference Shares SEBI/HO/DDHS/PoD1/CIR/P/2023/150 dated 4th September 2023issued by SEBI 1. Section 2(1) of the Companies Act, 2013 defines an abridged prospectus as a memorandum containing such salient features of a prospectus as may be specified by the Securities and Exchange Board of India by making regulations in this behalf. 2. Further, Section 33(1) of the

Filing of CIRP Forms for the Purpose of Monitoring Corporate Insolvency Resolution Processes and Performance of Insolvency Professional Entities under the Insolvency and Bankruptcy Code, 2016 and the Regulations made Thereunder Circular No. IBBI/CIRP/60/2023 dated 1st September, 2023 Regulation 40B of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) read with Circular no. IBBI/CIRP/023/2019 dated 14th August 2019, Circular no. IBBI/CIRP/41/2021 dated 18th March 2021 and

Shri Amarjeet Singh takes Charge as Whole-time Member, SEBI PR No.19/2023dated 1st September 2023issued by SEBI Shri Amarjeet Singh took charge as Whole Time Member, Securities and Exchange Board of India (SEBI), in Mumbai today. Prior to this assignment he was Executive Director in SEBI. Shri Amarjeet Singh will handle various departments including Investment Management Department, Market Intermediaries Regulation and Supervision Department, Office of International Affairs, Investigations Department and

Guidelines for MIIs regarding Cyber Security and Cyber Resilience SEBI/HO/MRD/TPD/P/CIR/2023/146 dated 29th August 2023issued by SEBI 1. Market Infrastructure Institutions (i.e. Stock Exchanges, Clearing Corporations and Depositories) are systemically important institutions as they, inter-alia, provide infrastructure necessary for the smooth and uninterrupted functioning of the securities market. As part of the operational risk management, these Market Infrastructure Institutions (MIIs) need to have robust cyber security framework to provide essential facilities and perform systemically

  Consultation Paper on Flexibility in the Framework on Social Stock Exchange (SSE) Dated 29th August 2023issued by SEBI 1. Regulatory Framework of Social Stock Exchange The regulatory framework for Social Stock Exchange (SSE) was prescribed by SEBI through amendments dated July 25, 2022 to certain SEBI Regulations and also through Circulars dated September 19, 2022 and October 13, 2022. A brief on the amendments is placed alongside at Annexure 1. 2. Present status on Social Stock Exchange 2.1. NSE and BSE have both set-up the

Resignation of Shri Krishnamurthy Subramanian from the Post of Part-time Member in Insolvency and Bankruptcy Board of India S.O. 3813(E) 28th August 2023issued by MCA Consequent upon the tendering of resignation by Shri Krishnamurthy Subramanian, part-time member in the Insolvency and Bankruptcy Board of India, the Central Government hereby accepts the resignation of Shri Krishnamurthy Subramanian from the post of part-time member in Insolvency and Bankruptcy Board of India with effect from the 1st day of November, 2022. © All rights reserved with

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

span>The NCLT have jurisdiction to decide a rectification proceeding where facts are self-evident and do not call for any serious enquiry or adjudication of fraud. It would depend on the facts of a case Where it appears that the disputed questions of the facts are complicated and cannot be conveniently decided in a summary procedure, the jurisdiction of the civil court is not ousted. It

The compulsorily convertible debentures (‘CCDs’) are in the nature of equity instruments and do not fall within the definition of ‘financial debt’ as defined in clause (8) of section 5 The Supreme Court in Narendra Kumar Maheshwari v. UOI [1989] 2 CLA 50 has held that any instrument, which is fully, compulsorily convertible into shares is regarded as equity and not a loan or debt and the CCDs do

In case the Adjudicating Authority comes to a conclusion that there was a default, then the position would squarely be governed by section 238 of the Insolvency and Bankruptcy Code, 2016 (‘Code’). However, till such time it is so done, the entertaining of an application under sub-section (6) of section

In a section 10-application filed by a corporate applicant, it is not necessary to issue notice to the creditors to give a hearing or opportunity of hearing to the creditors before admission of section 10-application Since the statutory scheme for application under section 10 does not contain any obligation of issuing notice to the creditors by the corporate applicant, any objector appearing at the time of hearing has to

The Tribunal is not vested with any power to review the judgment. However, in exercise of its inherent jurisdiction, the Tribunal can entertain an application for recall of judgment on sufficient grounds The power to review is not conferred upon the Tribunal but power to recall its judgment is inherent in the Tribunal since inherent power of the Tribunal are preserved, powers which are inherent in the Tribunal as

Security interest created in the mortgaged property by the corporate debtor is in violation of section 43 Where it is amply clear that the transaction relating to creation of security charge in mortgaged property by the corporate debtor was clearly and unambiguously for the benefit of its related parties and the creation of security charge was within the two years look back period, creation of security interest on the

Where resolution professional fails to give notice of any meeting of committee of creditors or their representatives to operational creditors, where the amount of the aggregated due is not less than ten per cent of the debt, such dereliction of duty on his part deserves to be burdened with costs It is incumbent upon the resolution professional to serve notice of each meeting of the committee of creditors or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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