Consultation paper on review of the SEBI (Settlement Proceedings) Regulations, 2018 Dated 14th September 2021issued by SEBI 1. Background 1.1. The Securities and Exchange Board of India (“SEBI”) introduced the concept of settlement of enforcement proceedings through rule based guidelines issued in 2007. Thereafter in 2012, comprehensive guidelines were issued which expressly provided for a system of formulating and arriving at the settlement terms. It facilitated the market regulator to provide a mechanism that detailed the essential concomitants of enforcement proceeding, without compromising

Foreign Exchange Management (Export of Goods and Services) (Amendment) Regulations, 2021 F. No. FEMA 23(R)/(5)/2021-RB dated 8th September 2021issued by RBI In exercise of the powers conferred by sub-section (1) and sub-section (2) of section 47 of the Foreign Exchange Management Act, 1999 (42 of 1999), the Reserve Bank of India makes the following amendments in the Foreign Exchange Management (Export of Goods and Services) Regulations, 2015 [Notification No. FEMA 23(R)/2015- RB dated January 12, 2016] (hereinafter referred to as

  Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021 No. SEBI/LAD-NRO/GN/2021/47dated 7th September 2021issued by SEBI 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 Board hereby makes the following regulations to further amend the Securities and Exchange Board of

Position Limits for Currency Derivatives Contracts SEBI/HO/MRD2_DCAP/P/CIR/2021/626 dated 7th September 2021issued by SEBI 1. SEBI vide circular CIR/MRD/DP/20/2014 dated June 20, 2014 inter alia prescribed the position limits in permitted currency pairs. Based on feedback received from Stock Exchanges/ Clearing Corporations and upon a review of the same, it has been decided to revise the client level position limits, per stock exchange, as follows: Currency Pair Position limits USD-INR Gross open position across all contracts shall not exceed 6% of the total open interest or USD

Competition Commission of India (General) (Amendment) Regulations, 2021 No. L-3(2)/Regln-Gen. (Amdt.)/2021/CCI dated 6th September 2021issued by CCI In exercise of the powers conferred by section 64 of the Competition Act, 2002 (12 of 2003), the Competition Commission of India hereby makes the following regulations further to amend the Competition Commission of India (General) Regulations, 2009, namely: 1. (1) These regulations may be called the Competition Commission of India (General) Amendment Regulations, 2021. (2) They shall come into force on the date of their publication

Amendment to the Insolvency and Bankruptcy Board of India (Online Delivery of Educational Course and Continuing Professional Education by Insolvency Professional Agencies and Registered Valuers Organisations) Guidelines, 2020 Press release dated 3rd September 2021issued by IBBI In exercise of powers under section 196(1)(aa) of the Code read with regulation 5(b) and clause (ba) of sub-regulation (2) of regulation 7 of the IBBI (Insolvency Professionals) Regulations, 2016 and clauses

Amendment to SEBI Circular SEBI/HO/DMS/CIR/P/2017/15 dated 23rd February, 2017 on Amendment pursuant to comprehensive review of Investor Grievance Redressal Mechanism SEBI/HO/MRD1/ICC1/CIR/P/2021/625 dated 2nd September 2021issued by SEBI 1. SEBI issued a Circular SEBI/HO/DMS/CIR/P/2017/15 dated February 23, 2017 on Amendment pursuant to comprehensive review of Investor Grievance Redressal Mechanism. 2. Pursuant to representation received from the stock exchanges, the following paragraphs of the aforesaid circular stands modified/replaced as under: A. Clause 1.H. is replaced as under: “1.H. Place of arbitration /

Revised guidelines for Liquidity Enhancement Scheme in the Equity Cash and Equity Derivatives Segments SEBI/HO/MRD/DSA/CIR/P/2021/623dated 1st September 2021issued by SEBI 1. SEBI vide circular CIR/MRD/DP/14/2014 dated April 23, 2014 permitted stock exchanges to introduce liquidity enhancement schemes in the equity cash and equity derivatives segments to enhance liquidity in illiquid securities. 2. Based on the experience of stock exchanges, it has been decided to modify clause 3.1 and 4.1 of said Circular as under: "3.1 The Scheme shall have prior approval

Extension of time for seeking membership of BSE Administration & Supervision Limited SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/622dated 31st August 2021, issued by SEBI 1. SEBI in terms of Regulation 14 of the SEBI (Investment Advisers) Regulations, 2013 (“IA Regulations”) granted recognition to BSE Administration & Supervision Limited (“BASL”), a wholly owned subsidiary of BSE Limited, for administration and supervision of Investment Advisers (“IA”), for a period of three years from June 01, 2021. 2. In order to ensure compliance with Regulation 6(n) of the IA Regulations and

Discussion Paper on “Strengthening Regulatory Framework of Liquidation Process” Dated 27th August 2021issued by IBBI The first order objective of the Insolvency and Bankruptcy Code, 2016 (‘Code’) is insolvency resolution, as evident from the long title to the Code, which reads as: “An Act to consolidate and amend the laws relating to reorganisation and insolvency resolution of corporate persons, partnership firms and individuals in a time bound manner for maximization of value of assets of such persons, to promote entrepreneurship, availability of

  Discussion Paper on corporate insolvency resolution process Dated 27th August 2021issued by IBBI This discussion paper solicits comments on the following issues related to a corporate insolvency resolution process (CIRP). A. Code of conduct for Committee of Creditors B. Restrictions on request for resolution plans and use of swiss challenge in CIRP C. Treatment of live bank guarantees and line of credit as claims in a CIRP Part-A: Code of conduct for Committee of Creditors. This part discusses concerns regarding the functioning of Committee of

Modalities for implementation of the framework for Accredited Investors SEBI/HO/IMD/IMD-I/DF9/P/CIR/2021/620 dated 26th August 2021issued by SEBI A. General 1. Pursuant to public consultation and approval of the SEBI Board, the framework for “Accredited Investors” (AIs) has been introduced in the securities market. In this regard, the SEBI (Alternative Investment Funds) Regulations, 2012, SEBI (Portfolio Managers) Regulations, 2020 and SEBI (Investment Advisers) Regulations, 2013 have been amended and notified on August 03,

Frequently Asked Questions (FAQs) on Corporate Social Responsibility (CSR) General Circular No. 14 /2021 dated 25th August 2021issued by MCA The broad framework of CSR has been provided in Section 135 of the Companies Act, 2013 (herein after referred as ‘the Act’), Schedule VII of the Act and Companies (CSR Policy) Rules, 2014 (herein after referred as ‘the CSR Rules’). Further, Ministry had also issued clarifications including FAQs from time to time on various issues concerning CSR. 2. A number of significant developments

Provisions of the Factoring Regulation (Amendment) Act, 2021 notified with effect from 23rd August, 2021 S.O. 3406(E) dated 19th August 2021issued by Ministry of Finance In exercise of the powers conferred by sub-section (2) of section 1 of the Factoring Regulation (Amendment) Act, 2021 (21 of 2021), the Central Government hereby appoints the 23rd day of August, 2021, as the date on which the provisions of the said Act shall come into force. © All rights reserved with Jus Scriptum.

Foreign Exchange Management (Non-debt Instruments) (Second Amendment) Rules, 2021 S.O. 3411(E) dated 19th August 2021issued by Ministry of Finance In exercise of the powers conferred by clauses (aa) and (ab) of sub-section (2) of section 46 of the Foreign Exchange Management Act, 1999 (42 of 1999), the Central Government hereby makes the following rules further to amend the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, namely: 1. (1) These rules may be called the Foreign Exchange Management (Non-debt Instruments) (Second Amendment) Rules, 2021. (2)

Companies (Creation and Maintenance of databank of Independent Directors) (Second Amendment) Rules, 2021 G.S.R. 580(E) dated 19th August 2021issued by MCA In exercise of the powers conferred by section 150 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019, namely:- 1. Short Title and Commencement.- (1) These rules may be called the Companies (Creation and Maintenance of

Companies (Appointment and Qualification of Directors) (Amendment) Rules, 2021 G.S.R. 579(E) dated 19th August 2021issued by MCA In exercise of the powers conferred by section 149 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Appointment and Qualification of Directors) Rules, 2014, namely:— 1. (1) These rules may be called the Companies (Appointment and Qualification of Directors) Amendment Rules, 2021. (2) They shall come into force on the

Designation of Special Court for the purpose of providing speedy trial of offences under the Companies Act, 2013 S.O. 3403(E) dated 19th August 2021issued by MCA In exercise of the powers conferred by section 435 of the Companies Act, 2013 (18 of 2013), the Central Government, with the concurrence of the Chief Justice of the High Court of Jharkhand hereby designates the Court mentioned in column (2) of the Table below as Special Court for the purpose of providing speedy trial of

Tendering of shares in open offers, buy-back offers and delisting offers by marking lien in the demat account of the shareholders SEBI/HO/CFD/DCR-III/CIR/P/2021/615 615 dated 13th August 2021issued by SEBI 1. SEBI, vide Circular No. CIR/CFD/POLICY CELL/1/2015, dated April 13, 2015 provided the mechanism for acquisition of shares through stock exchange mechanism pursuant to tender offers for the purpose of takeovers, buy back and delisting of securities. Subsequently, SEBI vide

Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 - System driven disclosures - Ease of doing business SEBI/HO/ISD/ISD/CIR/P/2021/617 dated 13th August 2021issued by SEBI 1. SEBI, vide circular no. SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 09, 20201, implemented the System Driven Disclosures (hereinafter referred to as SDD) in phases, under SEBI (Prohibition of Insider Trading) Regulations, 2015 (hereinafter referred to as PIT Regulations). 2. In this regard, attention is drawn to para 7 of

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

Presumption raised that the holder of cheque received it for discharge of liability has to be rebutted by the accused by adducing facts, which must be proved, on a preponderance of probability, for acquittal of accused Proceedings under section 138 are quasi criminal in nature, and the principles which apply to acquittal in other criminal cases are not applicable in the cases instituted under the Act. Under section 139, a presumption is raised that the holder of the cheque received the

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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