Introduction of credit risk based single issuer limit for investment by mutual fund schemes in debt and money market instruments SEBI/HO/IMD/IMD-1 DOF2/P/CIR/2022/164dated 29th November 2022issued by SEBI 1. As per Regulation 44(1) read with clause 1 of Seventh Schedule of SEBI (Mutual Funds) Regulations, 1996 ("MF Regulation"), a mutual fund scheme shall not invest more than 10% of its NAV in debt instruments, issued by a single issuer, comprising money market securities and non-money market securities rated investment grade or above

Procedure for seeking prior approval for change in control SEBI/HO/MIRSD/ MIRSD-PoD-2/P/CIR/2022/163 dated 28th November 2022issued by SEBI 1. Securities and Exchange Board of India (‘SEBI’) vide circular no. CIR/MIRSD/14/2011 dated August 02, 2011 had specified the procedure for seeking prior approval for change in control of certain intermediaries including stock brokers, depository participants and RTAs. 2. Regulation 9(c) of SEBI (Stock

Extension of timelines for implementation of SEBI circulars SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2022/137and SEBI/HO/MIRSD/ DoP/P/CIR/2022/119 SEBI/HO/MIRSD/DoP/P/CIR/2022/162 dated 25th November 2022Issued by SEBI 1. SEBI had issued circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2022/137 dated October 06, 2022 on “Execution of ‘Demat Debit and Pledge Instruction’ (DDPI) for transfer of securities towards deliveries / settlement obligations and pledging / re- pledging of securities - Clarification”. The provisions of the same were to come into effect from

Schemes of AIFs which have Adopted Priority in Distribution Among Investors SEBI/HO/AFD-1/PoD/P/CIR/2022/157dated 23rd November 2022issued by SEBI 1. As per SEBI (Alternative Investment Funds) Regulations, 2012 (‘AIF Regulations’), “Alternative Investment Fund” is a privately pooled investment vehicle, which collects funds from investors, for investing it in accordance with a defined investment policy for the benefit of its investors. 2. As per clause 3(c) of SEBI circular no. CIR/IMD/DF/14/2014 dated June 19, 2014, with respect to investment by the sponsor/manager in the

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022 No. SEBI/LAD-NRO/GN/2022/107 dated 21st November 2022issued by SEBI In exercise of the powers conferred under section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, namely:— 1. These regulations may be called the Securities and

Companies (Registered Valuers and Valuation) (Amendment) Rules, 2022 G.S.R. 831(E)dated 21st November 2022issued by MCA In exercise of the powers conferred by section 247 read with sections 458,459 and 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Registered Valuers and Valuation) Rules, 2017, namely:- 1. Short title and commencement. - (1) These rules may be called the Companies (Registered Valuers and Valuation) (Amendment) Rules, 2022. (2) They

Guidelines for AIFs for declaration of first close, calculation of tenure and change of sponsor/manager or change in control of sponsor/manager SEBI/HO/AFD-1/PoD/P/CIR/2022/155 dated 17th November 2022issued by SEBI 1. SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”), have been amended and notified on November 15, 2022. 2. Timeline for declaration of First Close of schemes of AIFs: In terms of Regulation 12(4) of AIF Regulations, the first close of the scheme shall be declared by an AIF in the manner as may be

Scheme(s) of Arrangement by entities who have listed their Non-convertible Debt securities (NCDs)/ Non-convertible Redeemable Preference shares (NCRPS) SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2022/156 dated 17th November 2022issued by SEBI 1. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) was amended vide notification dated November 14, 2022, through insertion of Regulation 59A and 94A with respect to Scheme(s) of Arrangement by entities who have listed their NCDs/ NCRPS. 2. The newly inserted Regulation 59A of the Listing

Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2022 No SEBI/LAD-NRO/GN/2022/105 dated 15th November 2022 issued 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

Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Second Amendment) Regulations, 2022 No. SEBI/LAD-NRO/GN/2022/104 dated 15th November 2022issued by SEBI In exercise of the powers conferred by sections 4, 8A and 31 of the Securities Contracts (Regulation) Act, 1956, read with sections 11 and 30 of the Securities and Exchange Board of India Act, 1992, the Board hereby makes the following

Securities and Exchange Board of India (Mutual Funds) (Third Amendment) Regulations, 2022 SEBI/LAD-NRO/GN/2022/106 dated 15th November 2022issued by SEBI In exercise of the powers conferred by section 30 read with clause (c) of sub-section (2) of section 11 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 (Mutual Funds) Regulations, 1996, namely- 1. These Regulations may be called the Securities and Exchange Board

Registration and Regulatory Framework for Online Bond Platform Providers (OBPPs) SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2022/154 dated 14th November 2022issued by SEBI 1. During the past few years, there has been an increase in the number of Online Bond Platforms (OBPs), offering debt securities (obtained through subscriptions to public issues / private placements and through secondary market), to non-institutional investors. Most of such OBPs are fintech companies or are backed by Stock brokers/ SEBI registered intermediaries. There has been a significant increase in the number of registered

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 No. SEBI/LAD-NRO/GN/2022/103 dated 14th November 2022issued by SEBI In exercise of the powers conferred by section 11, subsection (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

Amendment in the Notification Number S.O. 2435(E) dated 24th July, 2020 S.O. 5251(E)dated 11th November 2022issued by Ministry of Finance In exercise of the powers conferred by section 5(1)(c) 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. 2435(E) dated 24th July, 2020 (hereinafter referred to as the said Principal Notification), namely: - In

Consultation Paper on Framework for protection of interest of public equity shareholders in case of listed companies undergoing Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code (IBC) Dated 10th November 2022issued by SEBI 1. Overall objectives of Insolvency Law, as highlighted by IMF in its report on “Orderly & Effective Insolvency Procedures” are as under: i. The allocation of risk among participants in a market economy in a predictable, equitable1, and transparent manner. This objective plays a critical role in

Applicability of GST on fees remitted to SEBI - Revision in Chapter - XX of Operational Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper1 SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000152dated 10th November 2022issued by SEBI 1. Chapter XX of the Operational Circular ref. no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 (updated as on April 13, 2022) (NCS Operational Circular), regarding

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2022 No. SEBI/LAD-NRO/GN/2022/98dated 9th November 2022issued by SEBI In exercise of the powers conferred under section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, namely:- 1. These regulations may be called the Securities and Exchange Board of India

Certain provisions of the Companies Act, 2013 shall apply with exceptions, modifications and adaptations to financial products, financial services or financial institutions in an International Financial Services Centre S.O. 5160(E) dated 4th November 2022issued by Ministry of Finance In exercise of the powers conferred by sub-section (1) of section 31 of the International Financial Services Centres Authority Act, 2019 (50 of 2019), the Central Government hereby directs that certain provisions of the Companies Act, 2013 (18 of 2013) as specified in column

Annual Compliance Certificate for Insolvency Professional Agencies Circular No. IBBI/IPA/54/2022 dated 2nd November 2022issued by IBBI In terms of Regulation 7 of the Insolvency and Bankruptcy Board of India (Model Bye-Laws and Governing Board of Insolvency Professional Agencies) Regulations, 2016, an Insolvency Professional Agencies (IPA) shall designate or appoint a compliance officer who shall be responsible for ensuring compliances with the provisions of the Code and regulations, circulars, guidelines, and directions issued thereunder. 2. The compliance officer is mandated to submit a compliance

Amendment to the Insolvency and Bankruptcy Board of India (Model Bye-Laws and Governing Board of Insolvency Professional Agencies) Regulations, 2016 Press Release No. IBBI/PR/2022/41 dated 1st November 2022issued by IBBI The Insolvency and Bankruptcy Board of India (Model Bye-Laws and Governing Board of Insolvency Professional Agencies) Regulations, 2016 (Model Bye laws Regulations) lay down the governance structure and provides for model bye laws of the Insolvency Professional Agencies (IPA). 2. The Board had issued three circulars, namely, (i) circular No.

On a conjoint reading of sections 33 and 35 and regulation 8, 31A, 32 and 33 of the Liquidation Process Regulations, 2016, it is evident that the liquidator is authorised to sell the immovable and movable property of the corporate debtor in liquidation through a public auction or a private contract, either collectively, or in a piece-meal manner Regulation 33 gives ample latitude to the liquidator, who may ‘ordinarily’ sell the assets through auction. In peculiar facts and circumstance, the liquidator

The Customs Act and the Code act in their own spheres. In case of any conflict, the Code overrides the Customs Act. The Customs Act and Code can be read in a harmonious manner wherein authorities under the Customs Act have a limited jurisdiction to determine the quantum of operational debt The Code would prevail over the Customs Act to the extent that once moratorium is imposed in terms of sections 14 or sub-section (5) of section 33 as the case

Claim of licence fee is ‘operational debt’ as it comes under ‘goods and services’ Claim of licensor for payment of license fee (by the corporate debtor who was permitted its use under the agreement ) falls within the ambit of definition of ‘operational debt’ within the meaning of clause (21) of section 5 being provision of goods and services for which the corporate debtor is contractually obligated to make the payments. Insolvency and Bankruptcy Code, 2016 – Section 5(21) and 9 –

Passing of a resolution plan does not ipso facto discharge the personal guarantor The Supreme Court in Lalit Kumar Jain v. UOI [2021] 162 CLA 312 (SC) has ruled very clearly that discharge of the corporate debtor from a debt owed by it to its creditors, by way of an insolvency process such as insolvency proceedings, does not absolve the guarantor of its liability, since it arises out of an independent contract. Financial creditor has right to proceed against security offered

Doctrine of res judicata is applicable even to the proceedings under the Code and challenge to the findings in incidental or collateral proceedings amounts to an abuse of process of the Court. Again raising such grounds in the second round of litigation in incidental proceedings is nothing but an abuse of process of court The principle of res judicata, though a part of Code of Civil Procedure, would be applicable to proceedings of the Appellate Tribunal and the Code. Only to

An advocate can, on behalf of the corporate debtor, issue a demand notice under section 8 and no document is required to establish his period of association with the company Section 30 of the Advocates Act deals with the fundamental right under article 19(1)(g) of the Constitution to practice one’s profession. Therefore, a conjoint reading of section 30 of the Advocates Act and sections 8 and 9 of the Code together with the Adjudicating Authority Rules and Forms thereunder would yield

It is not open to the Appellate Tribunal to close insolvency resolution process proceedings without giving the financial creditor the opportunity to explain if there was sufficient cause for the delay in approaching the Tribunal The Appellate Tribunal erred in closing the corporate insolvency resolution process ('CIRP') proceedings without giving the financial creditor the opportunity to explain if there was sufficient cause for the delay in approaching the Tribunal. An appeal being the continuation of original proceedings, the provision of clause

There is no bar to the filing of documents at any time until a final order either admitting or dismissing the application has been passed On a careful reading of the provisions of sub-sections (2) to (5) of section 7 read with Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016, there is no bar to the filing of documents at any time until a final order either admitting or dismissing the application has been passed. The time stipulation of fourteen

In the absence of an arbitration agreement within the meaning of clause (b) of section 2 and section 7, the very invocation of the Jurisdiction of the High Court under sub-section (6) of section 11 cannot be held to be valid The worlds used in an arbitration agreement should disclose a determination and obligation on behalf of parties to refer disputes to arbitration. Clauses 15 of the contract agreement does not comport with the essential attributes of an arbitration agreement in

Expression ‘control’ means effective/positive control ‘Control’, according to the definition in clause (c) of sub-regulation (1) of regulation 2, is a proactive and not a reactive power, but it is a positive power and not a negative power. ‘Control’ denotes only positive control and means de facto control of actual management or de facto control of policy decisions. The test of ‘control’ is whether the acquirer is in the driving seat and whether the driver controls the steering, accelerator, gears and

Where there was a pre-existing dispute with regard to the claim of the operational creditor against the corporate debtor, Adjudicating Authority fell in error in admitting the application under section 9 On reading of sections 8 and 9, it is patently clear that an operational creditor can only trigger the corporate insolvency resolution process (‘CIRP’), when there is an undisputed debt and a default in payment thereof. If the claim of the operational creditor is undisputed and the operational debt remains

The Adjudicating Authority as also the Appellate Tribunal fell in error in holding that once it was found that a debt existed and a corporate debtor was in default in payment of the debt, there would be no option to the Adjudicating Authority but to admit the petition under section 7 Even though clause (a) of sub-section (5) of section 7 may confer discretionary power on the Adjudicating Authority, such discretionary power cannot be exercised arbitrarily or capriciously. If the facts

Conclusion of insolvency resolution plan does not bar the financial creditor to initiate insolvency resolution process against the personal guarantor Conclusion of insolvency resolution plan does not bar the financial creditor to initiate insolvency resolution process against the personal guarantor. The financial creditor can always approach the Adjudicating Authority for initiating insolvency resolution process against personal guarantor of corporate debtor. In view of judgment of the Supreme Court in Lalit Kumar Jain v. Union of India [2021] 162 CLA 312 clause

Debt pertaining to unpaid licence fee is fully covered within the meaning of ‘operational debt’. Claim of licensor for use of demised premises for business purposes is an operational debt The claim of licensor for payment of licence fee for use of demised premises for business purposes is an ‘operational debt’ within the meaning of clause (21) of section 5. The Adjudicating Authority committed error in holding that the debt claimed by the operational creditor is not an ‘operational debt’. Insolvency and

Once a resolution plan has been approved, it becomes binding on all creditors including government. Consequently, it is not open to the Adjudicating Authority to issue a show cause notice and pass an order of penalty for failure to make requisite disclosure in violation of regulations 52 and 54 Once a resolution plan has been approved by the Adjudicating Authority, it becomes binding on all creditors including government under sub-section (1) of section 31 of the Insolvency and Bankruptcy Code, 2016.

Since the Income-tax Department was not precluded from reopening the assessment completed under sub-section (3) of section 143 of the Income-tax Act, 1961, these writ petitions have to be dismissed The provisions of the Code cannot be interpreted in a manner which is inconsistent with any other law in the time being in force. Therefore, the resolution plan sanctioned and approved cannot impinge on the rights of the Income-tax Department to pass any fresh assessment order under section 148 read with

Pledgee, on becoming the beneficial owner in the records of the depository, is contractually entitled to all rights including voting rights relating to the pledged shares without any restriction and restraint The terms of the contract between the pledgor and pledgee do not override the provisions of sections 176 and 177 and the requirement of compliance with sub-regulation (8) of regulation 58 (‘sub-regulation (8)’). Sub-regulation (8) neither creates any new rights and obligations nor it curtails or restricts the rights of

Claims of the home buyers who could not file their claims in time, but whose claims were reflected in the record of the corporate debtor, ought to have been included in the information memorandum, and resolution applicant ought to have taken note of the liabilities and should have appropriately dealt with them in the resolution plan Where the home buyers are aggrieved by order of Adjudicating Authority refusing to entertain their belated claims as financial creditors of the corporate debtor, there

There is no illegal or fraudulent transaction done by the respondents, when according to the resolution professional himself there was no asset of the corporate debtor, and the company had gone into losses, and was left with no debtors, and, hence, the applicant should have performed his duties assigned to him in the Code instead of flogging a dead horse. Insolvency and Bankruptcy Code, 2016 – Sections 25(2)(j) read with rule 11 of National Company Law Tribunal Rules, 2016 – Resolution

Where director of corporate debtor and resolution professional did not inform the EPF Department to file its claim, there is no error in the resolution plan not noticing and reflecting its claim Where in spite of director of the corporate debtor and the resolution professional being aware of the inquiry under section 7A of the Employees Provident Fund and Miscellaneous Provisions Act, 1952 did not take steps to inform the Department concerned to file its claim in the corporate insolvency resolution

This article deals with conduct of annual general meetings and fallacies faced with introduction of video conferencing/other audio visual means with respect to items of ordinary business, especially re-appointment of director liable to retire. In the end, the author has raised a few questions for consideration of stakeholders and action by the regulators.

In this Article, the author has analysed various recommendations of the Committee for amendments in the Companies Act and the Rules thereunder alongwith his own comments.

India is a secular country. But it comprises of people of various religions. To name a few, Hindus, Buddhists, Parsis, Christians, Muslims, etc. Every religion preaches its followers that it is their duty to take care of the downtrodden. Government has proclaimed that it is with ‘Sabke Sath’. Despite this, there are no administrators in this sacred land to take care of the interests of the holders of unredeemed preference shares as would be seen from this write up.

It is incredible and unbelievable that the Companies Act, 2013 bears, recognises, refers to, stipulates for and deals with more than three dozen (38) types of companies. In this article, the author has assimilated/tabulated all these companies along with their references, basic characteristics and his own comments.

In this article, the author makes in-depth analysis of Foss v. Harbottle Rule and its applicability in Indian and English legal framework. He concludes that while in India the rule does not have mechanical application as it is determined on case-to-case where the minority is squashed by the majority and the majority can get away with the fact that they are ‘in majority’.

In this article the author has discussed the status of non-compliances under various regulatory Acts when a corporate insolvency resolution plan is approved against the corporate debtor in view of the recent order of the Securities Appellate Tribunal in ArcelorMittal Nippon Steel India Ltd. v. SEBI [2022] 169 CLA 114

This article is intended to give a bird’s eye view of ‘Shadow Director’ as envisaged under various provisions of the Companies Act, 2013 and the Rules made thereunder.

This article seeks to look at the domestic Indian laws in regard to shell companies and critically analyse the same. Indian laws are being analysed and an effort has been made to figure out the discrepancies therein. Laws made in other countries have also been looked at.

In this article, inspired by one recommendation of the Company Law Committee in its report dated 21st March, 2022, the author has endeavoured to make a case for incorporation of a wholly-owned subsidiary (‘WOS’) as one person company (‘OPC’) for doing business with ease in accordance with clause (68) of section 2 of the Companies Act, 2013. Also, that rule 3 of the Companies (Incorporation) Rules, 2014 is ultra virus the statutory provision.

In this article, the author makes an attempt to answer the question as to whether holding of meetings of companies by video conferencing or other audio-visual means is vires of the Companies Act, 2013.

In this article the author analyses roles and responsibilities of the Audit Committee/Auditors in respect of related party transactions as envisaged in section 188 of the Companies Act, 2013.

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

Income-tax payable by corporate debtor – Is the Income-tax Department to the extent thereof a secured creditor of corporate debtor – The Income-tax Department meets with the definition of the secured creditor for the purposes of the Code.

Holder of recovery certificate under the Debts Recovery Act – Can he be considered as a financial creditor for initiation of insolvency resolution process under section 7 of the Code – Liability in respect of a claim arising out of recovery certificate would be a “financial debt” within the meaning of Clause (8) of section 5 of the Code. Consequently, the holder of the recovery certificate would be a ‘financial creditor’ within the meaning of clause (7) of section 5

Annual financial statements/Report of Board of directors – Are they to be considered and approved at one and the same Board meeting – Report of the Board of directors can be considered and approved at the same meeting after the relative financial statement is considered and approved by it and after the report of the auditors is adopted. It can be at the same meeting, as usually the case or at a later meeting.

‘Control’ – Used in Company Law – What does it mean – By exercising power in the negative covenants in the agreement/articles of association, person or entity cannot be said to have control over the affairs of the company.

Reduction of Capital – Can securities premium account be utilised therefor – By following the procedure prescribed for reduction of capital, the credit balance at the foot of the Securities Premium Account can be used for purposes other than that mentioned in sub-section (2) of section 52 of the Companies Act, 2013.

Subsidiary – When it could be classified as a wholly-owned subsidiary of its holding company - Unless the entire shares with voting rights is owned by a holding company (and not partly by it and the remaining by one or more of its subsidiaries) in a subsidiary, the latter cannot be called the fully owned subsidiary of the former.

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.

Voting rights – Pledged shares – In whom will it vest – Voting rights in respect of shares pledged with the pawnor until, if and when, the pawnee sells the shares to third parties would vest with the pawnor.

Financial statements – Circulated to members - Can it be corrected after circulation – Financial statements after incorporating corrections/amendments duly approved by the Board of directors can be adopted in the annual general meeting.

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