Certain sections of the Companies (Amendment) Act, 2020 enforced with effect from 22nd January, 2021 S.O. 325(E) dated 22nd January 2021issued by MCA In exercise of the powers conferred by sub-section (2) of section 1 of the Companies (Amendment) Act, 2020 (29 of 2020), the Central Government hereby appoints the 22nd day of January, 2021 as the date on which the following provisions of the said Act shall come into force, namely:- Sl. No. Sections 1. Section 2; 2. Section 11; 3. Clause (c) of section 18; 4. Clause (ii) of section

Section 21 of the Companies (Amendment) Act, 2019 (dealing with corporate social responsibility) enforced with effect from 22nd January, 2021 S.O. 324(E) dated 22nd January 2021issued by MCA In exercise of the powers conferred by sub-section (3) of section 1 of the Companies (Amendment) Act, 2019 (22 of 2019), the Central Government hereby appoints the 22nd day of January, 2021 as the date on which the provisions of section 21 of the said Act shall come into force. © All rights reserved with

Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2021 No. SEBI/LAD-NRO/GN/2021/07 dated 21st January 2021issued 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 (Intermediaries) Regulations, 2008, namely: - 1. These regulations may be called the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2021. 2. They shall

Corrigendum to Securities and Exchange Board of India (Investment Advisers) (Amendment) Regulations, 2021 No. SEBI/LAD-NRO/GN/2021/06 dated 19th January 2021issued by SEBI In the notification of the Securities and Exchange Board of India, No. SEBI/LAD-NRO/GN/2021/04 dated January 11, 2021 published in the Gazette of India, Extraordinary, Part III, Section 4, in the English version, in page 3, in Regulation 2, the words “They shall come into force on the date of their publication in the Official Gazette” shall be read as “They shall

Relaxations relating to procedural matters -Issues and Listing SEBI/HO/CFD/DIL1/CIR/P/2021/13 dated 19th January 2021issued by SEBI 1. SEBI vide Circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020 granted one time relaxations from strict enforcement of certain Regulations of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, pertaining to Rights Issue opening upto July 31, 2020. 2. Based on the representations received from the market participants, the validity of these relaxations,

Scheme for condonation of delay for companies restored on the Register of Companies between 1st December, 2020 and 31st December, 2020, under section 252 of the Companies Act, 2013 General Circular No.03/2021 dated 15th January 2021issued by MCA The Companies Fresh Start Scheme, 2020 [CFSS-2020], operationalized vide General Circular No. 12/2020, dated 30.03.2020 and extended vide General Circular No. 30/2020, dated 28.09.2020 is no longer applicable for various filings done under the

Insolvency and Bankruptcy Board of India (Model Bye- Laws and Governing Board of Insolvency Professional Agencies) (Amendment) Regulations, 2021 No. IBBI/2020-2021/GN/REG068 dated 14th January 2021, issued by IBBI In exercise of the powers conferred by sections 196, 203 and 205 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 (Model Bye- Laws and Governing

Clarification on spending of CSR funds for Awareness and public outreach on COVID-19 Vaccination programme General Circular No. 01/2021 dated 13th January 2021issued by MCA In continuation to this Ministry's General Circular No. 10/2020 dated 23.03.2020 wherein it was clarified that spending of CSR funds for COVID- 19 is an eligible CSR activity , it is further clarified that spending of CSR funds for carrying out awareness campaigns/ programmes or public outreach campaigns on COVID- 19 Vaccination programme is an eligible

Designation of the Court of Additional District and Sessions Judge, Patna as the Special Court under Securities and Exchange Board of India Act, 1992, Securities Contracts (Regulation) Act, 1956 and Depositories Act, 1996 S. O. 105(E) dated 12th January 2021issued 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

Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2021 No. SEBI/LAD-NRO/GN/2021/01 dated 8th January 2021issued by SEBI In exercise of the powers conferred by sub-section (1) of Section 30 read with sub-section (1) of Section 11, clause (ba) and clause (c) of sub-section (2) of section 11 and sub-section (1) and (1B) of Section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) the Board hereby makes the following regulations to further amend

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2021 No. SEBI/LAD-NRO/GN/2021/02 dated 8th January 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

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021 No. SEBI/LAD-NRO/GN/2021/03dated 8th January 2021issued by SEBI In exercise of the powers conferred under section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following Regulations to further amend the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, namely: - 1. These regulations may be called the Securities and Exchange

CIRP - Retention of records - Insolvency professional is required to maintain several records in relation to the assignments conducted by him under the Code.. Circular dated 04th January, 2021 was issued in this behalf . The same has now been superseded.

Retention of records relating to Corporate Insolvency Resolution Process Circular No.: IBBI/CIRP/37/2021dated 4th January 2021issued by IBBI The Insolvency and Bankruptcy Code, 2016 (Code) read with various Regulations require an insolvency professional (IP) to maintain several records in relation to the assignments conducted by him under the Code. Keeping in view the importance of such records, clause (g) of sub-regulation (2) of regulation 7 of the IBBI (Insolvency Professionals) Regulations, 2016 (IP Regulations) provides that the registration granted

Companies allowed to conduct their EGMs through VC or OAVM or transact items through postal ballot in accordance with the framework provided in the Ministry’s Circulars upto 30th June, 2021 General Circular No.39/2020 dated 31st December2020issued by MCA In continuation to this Ministry's General Circulars No.14/2020 dated 8th April, 2020, No.17 / 2020 dated 13th April, 2020, No.22 / 2020 dated 15.06.2020 and No.33/2020 dated 28.09.2020 and after due examination, it has been decided to allow companies to conduct their EGMs through VC or OAVM or

The dealers in precious metals, precious stones notified as persons carrying on designated businesses or professions under Prevention of Money-laundering Act, 2002 G.S.R. 799(E) dated 28th December 2020issued by Ministry of Finance In exercise of the powers conferred by sub-clause (iv) of clause (sa) of sub-section (1) of section 2 of the Prevention of Money-laundering Act, 2002 (15 of 2003), the Central Government hereby notifies the dealers in precious metals, precious stones as persons carrying on designated businesses or professions - if

Rescission of notification No. GSR 1423(E) dated 15 November, 2017 G.S.R. 798(E) dated 28th December 2020issued by Ministry of Finance In exercise of the powers conferred by sub-clause (iv) of clause (sa) of sub-section (1) of section 2 of the Prevention of Money-laundering Act, 2002 (15 of 2003), the Central Government hereby rescinds the notification of the Government of India, Ministry of Finance, Department of Revenue, No. 8/2017, dated 15 November, 2017, published in the Gazette of India,

Prevention of Money-laundering (Maintenance of Records) (Fourth Amendment) Rules, 2020 G.S.R. 800(E) dated 28th December 2020 issued by Ministry of Finance In exercise of the powers conferred by sub-section (1) read with clauses (h), (i), (j) and (k) of sub-section (2) of section 73 of the Prevention of Money-laundering Act, 2002 (15 of 2003), the Central Government hereby makes the following further amendment to the Prevention of Money-laundering (Maintenance of Records) Rules, 2005, namely:— 1. (1). Short titles and commencement:—These rules may

Provisions of section 4 of the Banking Regulation (Amendment) Act, 2020 shall come into force with effect from 1st April, 2021 for State Co-operative Banks and Central Co-operative Banks S.O. 4676(E)dated 23rd December 2020issued by Ministry of Finance In exercise of the powers conferred by sub-section (2) of section 1 of the Banking Regulation (Amendment) Act, 2020 (39 of 2020), the Central Government hereby appoints the 1st day of April, 2021 as the date on which the provisions of section

Suspension of corporate insolvency resolution process under sections 7, 9 and 10 of the Insolvency and Bankruptcy Code, 2016 for further period of three months from 25th December, 2020 S.O. 4638(E) dated 22nd December 2020issued by MCA In exercise of the powers conferred by section 10A of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), the Central Government hereby notifies further period of three months from the 25th December, 2020, for the purposes of the said section. . ©

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

Decree holders seeking execution of money due under recovery certificate cannot trigger insolvency resolution process as allottees. Though included in the definition of ‘creditor’, a decree holder cannot seek initiation of insolvency resolution process as financial creditor Where respondents can no more claim to be allottees of a real estate project, as they are decree holders seeking execution of money due under the recovery certificate, which is impermissible within the ambit of section 7, their application for triggering of insolvency resolution

If the appellants had chosen not to file a copy of application but awaited for free copy of the Tribunal order, they would be justified in falling back on sub-section (3) of section 421 for fixing the date from which limitation for filing appeal would start. But where they have chosen to apply for the copy after many days of pronouncement of order, period of limitation cannot be stopped from running at least from the date on which certified

An order for appointing resolution professional would be premature when resolution professional is unable to determine if any debt remained due from financial creditor An order for appointing the resolution professional would be premature where the resolution professional would not be able to determine, if any debt remained due from the financial creditor. The personal guarantor would be subjected to grave prejudice, irreparable loss, injury and loss of reputation in case reliefs sought are allowed. More so in view of

Once all the three parties, resolution professional, the committee of creditors, and the successful resolution applicant, had taken note of the fact regarding ethanol plant and taken a conscious decision to go ahead with the resolution plan, it cannot be stated that the question of viability and feasibility was not examined in the proper prospective True there was an issue with regard to the ethanol plant and machinery, but the same had been taken note of by the resolution professional,

span>After invocation of the pledged shares, it cannot be argued that the liability of the corporate debtor stood discharged It cannot be argued that after invocation of the pledged shares the liability of the corporate debtor stood discharged. It is true that after invocation of the pledged shares, shares were transferred in demat form and it becomes the beneficial owner of the shares. But it does not mean that the financial creditor became the beneficial owner and it lost the

Electricity dues being of statutory character, the power distribution company can demand the arrears due of the last owner from the auction purchaser of the unit Where electricity dues are statutory in character under the Electricity Act and as per the terms and conditions of supply, they cannot be waived in view of the provisions of the Act itself, more specifically section 56 of the Electricity Act, 2003 (in pari materia with section 24 of the Electricity Act, 1910) and cannot

Where there is no basis to hold that the scheme as filed does not constitute as an arrangement, it cannot be said that the scheme does not satisfy the requirements of an arrangement Where there is no basis to hold that the scheme filed by the petitioner company does not constitute as an arrangement between the company and its shareholders within the meaning of sections 230 to 232, that would not inhibit consideration of the scheme to satisfy the requirements of

Where application is complete as per requirements of section 9, it is liable to be admitted Where the applicant operational creditor has produced affidavit and statement of bank account in compliance of clause (c) of sub-section (3) of section 9, has proposed the name of the resolution professional against whom no disciplinary proceedings are pending, the application is complete, and is liable to be admitted. Insolvency and Bankruptcy Code, 2016 – Section 9 – Insolvency resolution process – Application by operational creditor

While disowning a son is not going to deprive him of any right in the property of father, question has to be finally decided as to title, nomination, etc., of securities in a civil suit and cannot be decided by the NCLT in proceedings before it Merely disowning a son by late father or by the family is not going to deprive him of any right in the property to which he may be otherwise entitled in accordance with the law.

Where applicant was not financial creditor and liability of corporate debtor restricted to pledge of shares had been meted with, the liquidator rightly rejected the claim of the applicant Where the applicant was not a financial creditor of the corporate debtor, and the liability of the corporate debtor was restricted to the pledge of shares, which had already been meted with, the liquidator was right in rejecting the claim of the applicant on the said ground. Insolvency and Bankruptcy Code, 2016 –

Direction issued by the Tribunal to implead Secretary of Ministry of Corporate Affairs is beyond the power of the Tribunal The direction issued by the Tribunal on the application filed by the resolution professional to implead the Secretary of Ministry of Corporate Affairs as party respondent in all cases of the Code is nothing but beyond the power of the Tribunal, and it tantamounts to imposition of a new rule in a compelling fashion. Making it applicable throughout the country is

In view of the provisos inserted to sub-section (1) of section 7 by the Ordinance promulgated on 28th December, 2019 before the admission of the application under section 7, the Adjudicating Authority has no jurisdiction to direct the corporate debtor to deposit any amount to certain corpus or with regard to maintenance which may not be a subject matter of application under section 7 In view of the insertion of provisos before Explanation to sub-section (1) of section 7, the Adjudicating

Where resolution applicant is not a related party as per definition in clause (24) of section 5, it is eligible to file resolution plan Upon a perusal of clause (a) of sub-section (1) of section 32A (inserted by an Ordinance promulgated on 28th December, 2019) read with the definition of 'related party' in clause (24) of section 5, it is ex facie evident that the resolution applicant is not an associate company/related party of the corporate debtor. Further, interpretation of section

Where combinations do not come within threshold value of assets mentioned in section 5, there is no need of obtaining any approval of the Competition Commission Where combinations, as a result of merger, amalgamation, acquisition, etc., do not come within the meaning of section 5, there is no need of obtaining any approval of the Competition Commission under sub-section (2) of section 6 by issuing a notice on it Competition Act, 2002 – Section 5 – Combination – Acquisition

Once proceedings commence under the Code and moratorium declared, the High Court ought not to have proceeded with the auction of the property Where once the proceedings under the Code had commenced, and an order declaring moratorium was passed by the Tribunal, it is not open to the High Court to have proceeded with the auction of the property of the corporate debtor. If the assets of the corporate debtor are alienated during the pendency of the proceedings under the

Where resolution process had begun well before the amended regulation came into force, and resolution plan was prepared and approved before that event, the NCLAT was not justified requiring appellant to match the pay out offered to other financial creditors to a particular operational creditor Given that the resolution process began well before the amended regulation came into force (in January, 2017) and the resolution plan was prepared and approved before that event, the wide observations of the NCLAT, requiring

It is not open to the High Court to interfere with the order passed by the District Judge holding that the grounds urged in the application under section 34 can very well be considered by the evidence adduced in the arbitration proceedings and considering the arbitral award The proceedings under section 34 are summary in nature, the scope of enquiry being restricted to a consideration whether any of the grounds mentioned in sub-section (2) of section 34 or sub-section (5)

Operation of the Rent Act cannot be extended to a tenant-in-sufferance against order of the Chief Metropolitan Magistrate rejecting his application to intervene to stay execution of order for taking possession of secured property Securitisation Act is a self executing instrument for debt recovery and its provisions override all other laws as per broad terms of its section 35. Tenant in sufferance cannot intervene to stay execution order to take possession of secured property Securitisation and Reconstruction of Financial Assets and Enforcement

Information sought for by an applicant can only be denied under the specific instances enumerated in sections 8 and 9 and in no other case Right to Information Act, 2005 – Sections 8 and 9 – Information – Exemption from disclosure of – Rejection to access – Grounds for – Can information sought for by an applicant only be denied under specific instances in section 9. The Government has the power to issue order directing hierarchy of officer to deny information related

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

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

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

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

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

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

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

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

In this article, the authors discuss key relaxations in the pricing framework for preferential allotment announced by the Securities and Exchange Board of India on 25th June, 2020.

In this article the author give an overview of the Supreme Court ruling in Anuj Jain v. Axis Bank Ltd. [2020] 155 CLA 139 laying down law relating to preferential transactions under the Insolvency and Bankruptcy Code, 2016.

This article explains the legal understanding of the terms ‘force majeure’ and ‘doctrine of frustration’ of a contract. It further dwells on the role these defences might play during the COVID-19 pandemic, with a special reference to the commercial lease deeds entered into, by the businesses.

This article is aimed at emphasising the need for investigation simultaneously by the Directorate of Enforcement and the Competition Commission of India into the alleged violation of foreign direct investment norms and the Competition Act, 2002 by Amazon and Flipkart.

In this article the authors analyse the Supreme Court decision in Ssangyong Engineering & Construction Co. Ltd. v. National Highways Authority of India [2019] SCC Online 677 which limits the grounds for setting aside a final award arising out international commercial arbitration seated in India, thereby de-throning the ground of 'patent illegality', as otherwise available under section 34 of the Arbitration and Conciliation Act, 1996 as amended till date. **EFW**

This article aims to highlight the major/latest compliances which the listed companies are required to comply under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended by the Amendment Regulations, 2018, 2019, 2020 and SEBI Circulars issued thereunder to improve transparency and protect investors' interest.

This article has assimilated Committee’s observations, relevant provisions and references with comments and remarks on recommendations in Annexure V for amendments in the Companies Act, 2013

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 examines issues as to whether the competition regulator, the Competition Commission of India (CCI), should have a role in such corporate insolvency resolution process (CIRP), which is primarily justified under the “failing firm” defence and whether it has created another regulatory hurdle for the foreign investors who may be interested in purchasing the assets or otherwise robust Indian companies in crucial sectors with a well established marketing network with goodwill and well-known brand of products

The purpose of this article is to discuss, firstly, the need of cross-border insolvency law in India, secondly, global practice in the event of cross-border insolvency, and thirdly, the cross-border insolvency of Jet Airways by the National Company Law Tribunal which opens a gate for cross-border insolvency in India.

This article aims to look at the current issues faced by banks on account of the teething problems of liquidity with non-banking financial companies (NBFCs) to whom such banks have exposure. The main issue looked herein is: If banks were to agree for a resolution plan under the resolution framework for an NBFC/FSP and if the Government invokes section 227 of the Insolvency and Bankruptcy Code, 2016 (Code) which will even make the insolvency of such NBFC/FSP to be governed

The author has discussed in this article as to how sub-section (5) of section 152, sub-section (1) of section 160 and other applicable provisions of the Companies Act, 2013 are relevant and need be complied with even for re-appointment of independent directors.

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.

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

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

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

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

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

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

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

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

Reduction of capital – Absentee shareholders were given opportunity to accord approval thereto and they choose not to avail that opportunity – Can they be given another opportunity – Once the absentee shareholders were given an opportunity and they choose not to avail of the opportunity by not attending meeting, they cannot agitate for affording of another opportunity.

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.

Disclosure of acquisition – Is every person belonging to promoter group of a listed company required to disclosure to stock exchanges - If the common objective of exercise of control is not present in regard to a subsequent acquisition, then in respect of that acquisition the obligation of disclosure to the stock exchanges would not be triggered in. But the same would not be the case in regard to the purchase of shares or voting rights is by a promoter

Executive director – Can he be appointed without any mandatory consideration – Executive director can be appointed without any monetary consideration and such an appointment is valid in law.

Director Identification Number (DIN) – Is it mandatory to mention in the resolution appointing a director ? – Even though it is not mandatory to mention DIN in the resolution appointing a person a director, it will be ideal that DIN is mentioned in the resolution be it of the Board or of the general meeting.

Borrowing – Does purchase of an asset on deferred payment basis amount to borrowing from vendor of asset – Clarification of the then Department of Company Affairs that the term ‘borrowing’ in clause (d) of sub-section (1) of section 283 of the Companies Act, 1956 does not include debt, on account of purchase of assets on deferred payment, equally applies to purchase on deferred payment.

Oppression/mismanagement – Application for relief against – It is necessary for the aggrieved person to be a member at the time the act complained of took place.

Transfer of shares – Refusal to register – Does refusal give inherent right to Board of directors – Power to refuse registration of transfer of shares has to be conferred on the Board of directors through articles of association.

Board meetings – Minimum notice period for convening Board/general meetings in the case of directors/members residing abroad – In addition to the prescribed period of seven days, a further reasonable period of notice should be given so that the person receiving the notice make up mind and travel plans and be present at the meeting of the Board. If it is not so given the Board meeting may be declared convened without sufficient notice and the decisions taken thereat are