Implementation of Circular on ‘Execution of ‘Demat Debit and Pledge Instruction’ (DDPI) for transfer of securities towards deliveries / settlement obligations and pledging / re-pledging of securities’ - Extension SEBI/HO/MIRSD/DoP/P/CIR/2022/91 dated 30th June 2022issued by SEBI SEBI vide circular no. SEBI/HO/MIRSD/DoP/P/CIR/2022/44 dated April 04, 2022 issued guidelines regarding execution of ‘Demat Debit and Pledge Instruction’ (DDPI) for transfer of securities towards deliveries / settlement obligations and pledging / re-pledging of securities. The

SEBI Board Decisions PR No.21/2022dated June 29 2022issued by SEBI The SEBI Board met in Mumbai today and inter-alia, took the following decisions: I. Allowing FPIs to participate in Exchange Traded Commodity Derivatives market” The Board, after deliberations, approved the participation of Foreign Portfolio Investors (FPIs) in Exchange Traded Commodity Derivatives (ETCDs). 1. The salient features for participation of FPIs in ETCDs are as under: a. The existing Eligible Foreign Entity (EFE) route, which required actual exposure to

Further Relaxation in Paying Additional Fees in case of Delay in Filing Form 11 (Annual Return) by Limited Liability Partnerships up to 15th July, 2022 General Circular No. 07/2022 dated 29th June, 2022issued by MCA In continuation of MCA General Circular No. 04/2022 dated 27th May, 2022 on the captioned subject, it has been decided to further extend the timeline and allow LLPs to file e-Form 11 (Annual return) for the financial year 2021-22 without paying additional fees up to 15th July,

Adjustment in derivative contracts for dividend announcements SEBI/HO/MRD2/MRD2_DCAP/P/CIR/2022/90 dated 28th June 2022issued by SEBI SEBI, vide Circulars SMDRP/DC/CIR-8/01 dated June 21, 2001, SMDRP/DC/CIR-15/02 dated December 18, 2002 and CIR/MRD/DoP-1/P/00108/2018 dated July 05, 2018, has inter-alia, laid down a framework for adjustment in derivative contracts (single stock options and futures) post dividend announcements. 2. SEBI has been receiving representations from various stakeholders requesting to review the framework for adjustment in derivative contracts for dividend announcements. The suggestions were examined at

Amendment in the notification number S.O. 2527(E), dated 30th July, 2020 S.O. 2912(E) dated 27th June 2022 issued by Ministry of Finance In exercise of the powers conferred by clause (b) of sub-section (1) of section 5 of International Financial Services Centres Authority Act, 2019 (No. 50 of 2019), the Central Government hereby makes the following further amendment in the notification of the Government of India, Ministry of Finance, Department of Economic Affairs, number S.O. 2527(E) dated 30th July, 2020 namely: - In

Discussion paper on changes in the corporate insolvency resolution process to reduce delays and improve the resolution value Dated 27th June 2022 issued by IBBI 1. Change in timelines for activities under CIRP Regulation 40A of the CIRP Regulations provides the timelines for activities in a CIRP. At present, timelines are seemingly presented in a linear manner creating a false impression that the activities are to be performed in a sequential manner. However, on the basis of finer analysis, various activities can be

Guidelines for Large Value Fund for Accredited Investors under SEBI (Alternative Investment Funds) Regulations, 2012 and Requirement of Compliance Officer for Managers of all AIFs SEBI/HO/AFD/RAC/CIR/2022/088 dated 24th June 2022issued by SEBI A. Guidelines for Large Value Fund for Accredited Investors 1. Pursuant to introduction of framework for “Accredited Investors” in the securities market, SEBI (Alternative Investment Funds) Regulations, 2012 (hereafter referred as ‘AIF Regulations’) have been amended to provide certain relaxations from regulatory requirements to ‘Large

Implementation of Circular on ‘Guidelines in pursuance of amendment to SEBI KYC (Know Your client) Registration Agency (KRA) Regulations, 2011’ SEBI/HO/MIRSD/DoP/P/CIR/2022/89 dated 24th June 2022issued by SEBI 1. SEBI, vide circular no. SEBI/HO/MIRSD/DOP/P/CIR/2022/46 dated April 06, 2022, had issued guidelines in pursuance of amendment to SEBI KYC (Know Your client) Registration Agency (KRA) Regulations, 2011. The provisions of this circular at clause 9 and clause 13 were to come into effect from July 01, 2022. 2. SEBI has received

Introduction of Unified Payments Interface (UPI) mechanism for Infrastructure Investment Trusts SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085dated 24th June 2022issued by SEBI 1. SEBI Circular No. CIR/DDHS/CIR/P/2019/16 dated January 15, 2019 (hereinafter to be referred as ‘ASBA Circular’) lays down the process for payment for applications in public issue of units of Infrastructure Investment Trust (InvIT) through the facility of ASBA. 2. After consultation with stakeholders, it has been decided to provide an additional option to individual investors to apply in

Introduction of Unified Payments Interface (UPI) mechanism for Real Estate Investment Trusts SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/086 dated 24th June 2022 issued by SEBI 1. SEBI Circular No. CIR/DDHS/CIR/P/2019/15 dated January 15, 2019 (hereinafter to be referred as ‘ASBA Circular’) lays down the process for payment for applications in public issue of units of Real Estate Investment Trust (REIT) through the facility of ASBA. 2. After consultation with stakeholders, it has been decided to provide an additional option to individual investors to apply in public issues of

Discussion Paper on Financial Self-Sufficiency of the Insolvency and Bankruptcy Board of India Dated 24th June 2022issued by IBBI Background The Insolvency and Bankruptcy Board of India (the IBBI/ Board) is one of the four key pillars of the ecosystem responsible for implementation of the Insolvency and Bankruptcy Code, 2016 (the Code). In sync with its objectives, the Code entrusts IBBI with a host of statutory duties and functions. It regulates the profession as well as the processes. The IBBI is also designated

  Reduction of timelines for listing of units of privately placed Infrastructure Investment Trust (InvIT) SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/087 dated 24th June 2022issued by SEBI 1. Regulation 16(8) (a) of SEBI (Infrastructure Investment Trusts) Regulations, 2015 (“InvIT Regulations) provides that the listing of privately placed units shall be done within thirty working days from the date of allotment. These timelines prescribed in the InvIT Regulations are indicative. Considering the time taken for listing of units of privately placed InvIT in recent past,

Securities and Exchange Board of India (Employees' Service) (Second Amendment) Regulations, 2022 F. No. SEBI/LAD-NRO/GN/2022/87dated 22nd June 2022issued by SEBI In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Employees' Service) Regulations, 2001, namely: - 1. These regulations may be called the Securities and Exchange Board of India

Naming / Tagging of demat accounts maintained by Stock Brokers SEBI/HO/MIRSD/ MIRSD_DPIEA/P/CIR/2022/83 dated 20th June 2022, issued by SEBI 1. SEBI vide circular no. SEBI/HO/MIRSD/MIRSD2/CIR/P/2016/95 dated September 26, 2016 had mandated uniform nomenclature to be followed by stock brokers for Naming/Tagging of Bank and Demat Accounts to reflect the purpose for which those bank/demat accounts are being maintained and the reporting of such accounts to the Stock Exchanges/Depositories. 2. Subsequently, vide circular no. CIR/HO/MIRSD/MIRSD2/CIR/P/2017/64 dated June 22, 2017, circular no. CIR/HO/MIRSD/DOP/CIR/P/2019/75 dated June

Amendments in the notification number S.O. 3997(E), dated 16th August, 2018 S.O. 2809(E) dated 17th June 2022issued by Ministry of Finance In exercise of the powers conferred by section 26A of the Securities and Exchange Board of India, 1992(15 of 1992), section 26A of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and section 22C of the Depositories Act, 1996 (22 of 1996), the Central Government, with the concurrence of the Chief Justice of the Hon’ble High Court

Designation of Courts of Sessions Judge, Leh and Kargil as Special Courts under the Securities and Exchange Board of India Act, 1992, Securities Contracts (Regulation) Act, 1956 and Depositories Act, 1996 S.O. 2810(E) dated 17th June 2022issued by Ministry of Finance In exercise of the powers conferred by section 26A of the Securities and Exchange Board of India Act, 1992 (15 of 1992), Section 26A of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and Section 22C of the Depositories Act,

National Financial Reporting Authority (Amendment) Rules, 2022 G.S.R. 456(E) dated 17th June 2022issued by MCA In exercise of the powers conferred by sub-sections (2) and (4) of section 132, sub-section (1) of section 139 and sub-section (1) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules, to amend the National Financial Reporting Authority Rules, 2018, namely :- 1. Short title and commencement.- (1) These rules may be called the National Financial

Nomination for Mutual Fund Unit Holders SEBI/HO/IMD/IMD-II DOF3/P/CIR/2022/82 dated 15th June 2022issued by SEBI In order to bring uniformity in practices across all constituents in securities market, the following is decided in case of nomination for eligible Mutual Fund Unit Holders: 1. Investors subscribing to mutual fund units on or after August 1, 2022, shall have the choice of: a. Providing nomination in the format specified in fourth schedule of SEBI (Mutual Funds) Regulations, 1996 (or) b. Opting out of nomination

Insolvency and Bankruptcy Board of India amends the Insolvency and Bankruptcy Board of India (Grievance and Complaint Handling Procedure) Regulations, 2017 and the Insolvency and Bankruptcy Board of India (Inspection and Investigation) Regulations, 2017 Press Release No. IBBI/PR/2022/27dated 15th June 2022issued by IBBI With a view to put in place, a streamlined and swift complaint handling procedure, the Insolvency and Bankruptcy Board of India notified the Insolvency and Bankruptcy Board of India (Grievance and Complaint

Insolvency and Bankruptcy Board of India amends the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2016 Press Release No. IBBI/PR/2022/28 dated 15th June 2022issued by IBBI The Insolvency and Bankruptcy Board of India (IBBI/Board) notified the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons)(Second Amendment) Regulations, 2016 (CIRP Regulations) on 14th June, 2022. 2. The amendment provides the operational creditors to furnish extracts of Form GSTR-1, Form GSTR-3B and

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

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

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

On mere dispute of the quantum of the debt amount, the applications under section 7 cannot be rejected Quantum of payment of debt does not fall for consideration before the Adjudicating Authority at the stage of ‘admission’ of application under section 7. The only requirement is that the minimum outstanding debt should be more than the threshold amount provided under the Code. Insolvency and Bankruptcy Code, 2016 – Section 7 – Insolvency resolution process – Application by financial creditor – Quantum

Time periods in question, as prescribed being directory and not mandatory, the Adjudicating Authority has committed error in rejecting the application of resolution professional Time period prescribed under regulation 35A is not mandatory but directory, hence, application filed in relation to sections 43 and 45 read with section 66 and sub-section (5) of section 60 is not to be rejected for being filed beyond the 135th day of insolvency commencement date. Similarly, application for quashing the transactions covered by sections 46

Sections 95, 97, 99 and 100 do not suffer from any illegality or any unconstitutionality As per the procedure prescribed under sections 95 to 100, the role of resolution professional is limited to make the appropriate recommendation to the Adjudicating Authority and the final decision of the admission or rejection of the application referred to under section 95 solely lies with the Adjudicating Authority. The procedure prescribed under the provisions is fair, rational and reasonable and same cannot be termed

Development agreements should be held to be alive during corporate insolvency resolution process period to ensure successful resolution of the corporate debtor Since the insolvency resolution of the corporate debtor is closely linked to the inclusion of the appellants’ lands in the construction project, and also the fact that the delay in implementation of the development agreements was due to the inaction of the erstwhile corporate debtor, the successful resolution applicant (SRA) cannot be held responsible for such a delay

It will be just and equitable to allow the prayer of the Union Government to nominate 15 persons to be appointed as directors on the general committee of the respondent-company to manage the affairs of the company in order to function as per the terms of the memorandum and articles of association There is sufficient material for holding that it is a case of mismanagement for the affairs of

Unless the obligations under the MoUs were fulfilled, it could not be said that there was a default committed in terms of clause (12) of section 3 by the corporate debtor Where the claim of debt is based on two memorandums of understanding (‘MoUs’) entered into between the parties, and as per the default clause, the right of the investor against the company would be only to proceed against the properties given as security, the investor would have no right to

Where there is no organic error in calculation of liquidation value of the corporate debtor, the payment proposed in the successful resolution plan keeping the liquidation value so arrived at cannot be found fault with Where there is no other allegation against the valuation done by registered valuers who were appointed to determine the fair and liquidation value of the corporate debtor in accordance with regulation 35 which calls in question the assessment of liquidation value, except that the appointment

Insolvency resolution process is meant to revive a corporate debtor To put the steering wheel of a non-adversarial process to revive a corporate debtor, in the hands of adversarial claimant, would defeat the very purpose of the Code. As such there is no merit in the contentions raised by the petitioner that term ‘Other creditor’ has not been defined in clause (10) of section 3. Insolvency and Bankruptcy Code, 2016 – Section 3(10) read with regulation 9A of Insolvency and Bankruptcy

Rents fall under the category of insolvency resolution process (‘IRP’) costs, and the impugned order of the Adjudicating Authority to pay monthly rent of the premises is well sustained in the eye of law Where the premises in which the corporate debtor is carrying on its business belongs to the respondents, the appellant. Resolution professional is duty bound to pay the rent dues to the respondents, and the Adjudicating Authority commits no error in passing the impugned order/direction to pay the

Where application made by the financial creditor is complete as required by law and clearly shows that corporate debtor is in default which is in excess of minimum amount stipulated at relevant time, there is no reason to deny admission of the petition Where the application made by the financial creditor is complete in all respects as required by law, and it clearly shows that the corporate debtor is in default of a debt, due and payable, and the default is

Challenging a resolution plan is without any substantial grounds where the plan has been implemented two years ago and change in the management of the corporate debtor has also been effected Where a resolution plan has been implemented two years ago and change in the management of the corporate debtor has also been effected, there are no substantial grounds to set the clock back. This is keeping in view the ratio of Supreme Court in K Sashidhar v. Indian Overseas Bank

Since out of 128 homebuyers of 176 units, 82 homebuyers who get the possession within a period of one year are against the insolvency proceedings, and coupled with the fact that original applicants have also settled the dispute with the corporate debtor, this is a fit case for exercising the powers under article 142 of the Constitution read with rule 11 of the National Company Law Tribunal Rules, 2016 and to permit the original applicant to withdraw the insolvency resolution

The application for preferential transaction cannot be pursued by the erstwhile resolution professional, nor can the new management of the corporate debtor pursue the application Once a resolution plan is approved, the resolution professional cannot carry the hat of “former resolution professional” and pursue an avoidance application in respect of a preferential transaction after the change of hands in the management of the corporate debtor. Therefore, the application for preferential transaction cannot be pursued by the erstwhile resolution professional nor can

The guarantors to the non-banking financial company (‘NBFC’) do not strictly fall within the definition of ‘personal guarantors’ and have existence as individuals only. Application for initiation of insolvency resolution process can be filed against any personal guarantors of NBFC/financial services provider (‘FSP’) irrespective of insolvency resolution process against the NBFC Insolvency resolution process can be initiated against the personal guarantors of a NBFC/FSP irrespective of corporate insolvency resolution process against the NBFC, provided that the concerned NBFC falls within the

Where the complainant took overdraft facility from the bank to expand his business profits, the relation between the complainant and bank is purely business to business relationship and the transaction would come within the ambit of ’commercial purpose’ Where the National Consumer Disputes Redressal Commission has come to a finding that the complainant had opened an account with the respondent-bank, took overdraft facility to expand his business profits, and subsequently from time-to-time the overdraft facility

Since in terms of clause (21) of section 5 an ‘operational debt’ includes a debt arising from a contract in relation to the supply of goods or services from the corporate debtor, the appellant would be an ‘operational creditor’ within the meaning of clause (20) of section 5 The phrase ‘in respect of’ in clause (21) of section 5 has to be interpreted in a broad and purposive manner to include a debt which arises out of advance payment made to

Once a person executes a guarantee in favour of a creditor and where an application for insolvency resolution has been admitted and the guarantee having been invoked, the bar qua eligibility would come into play Once a person executes a guarantee in favour of a creditor with respect to the credit facilities availed by a corporate debtor, and in a case where an application for insolvency resolution has been admitted, with the further fact of the guarantee having been invoked, the

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

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

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

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

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

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

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

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

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

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

In order to fund environmentally sustainable of projects, various instruments such as Green Bonds or commonly called Green Debt Securities, Green Banks and other similar kind of financial instruments have been issued. This article discusses all about Green Debt Securities.

In this article, the author questions justification of SEBI Circular dated 3rd November, 2021 {[2021] 165 CLA (St.) 59} making it mandatory for the holders of physical securities to furnish PAN, KYC details and nomination as a measure of protection of the investors in securities market. Further, he believes that para 5 of the Circular which allows freezing of folios without PAN, KYC details and nomination, would have serious consequences for the security holders. He suggests that it should be

In this article, the author has studied the definition/scope of a small company along with its advantages/relaxations and hardships. The author has made certain suggestions to make the concept of small company wider and more meaningful.

In this article, the author has dealt with relevance or otherwise of the provisions relating to payment of managerial remuneration to the directors in view of openness of economy, competitiveness in trade and industry, professionalism in management and high standards of payment of remuneration world over.

This article is intended to give a bird’s eye view of digital transformation in the field of corporate law and e-corporate governance.

Presently, the Insolvency and Bankruptcy Code, 2016 does not provide for group insolvency. In this article, the authors dwell on group insolvency in India, its rationale and challenges it faces in absence of any legal framework.

In this article, the author makes out a case against dual role of chairperson and managing director in matters of convening and holding meeting of the Board of directors in order to avoid conflict of interest.

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.