Securities and Exchange Board of India (Mutual Funds) (Third Amendment) Regulations, 2018 No. SEBI/LAD-NRO /GN/ 2018/50 dated 6th December 2018issued 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

Deadline for transfer of securities only in demat form extended from 5th December, 2018 to 1st April, 2019 PR No. 49/2018 dated 3rd December 2018issued by SEBI The Board, on 28thMarch, 2018, decided that except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. This measure was to come into effect from 5thDecember, 2018. Subsequently, SEBI has received representations from

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 shall come into force with effect from 1st April, 2019 No. SEBI/LAD-NRO/GN/2018/49dated 30th November 2018issued 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 notified the Securities and

  Dr. Prasenjit Mukherjee appointed as the full time Member of National Financial Reporting Authority S.O.5849(E) dated 28th November 2018issued by MCA In exercise of the powers conferred by sub-section (3) of section 132 of the Companies Act, 2013 (18 of 2013), the Central Government vide office order No. NFRA-05/2/2018-NFRA-MCA dated 01st October, 2018 appointed Dr. Prasenjit Mukherjee as the full time Member, the National Financial Reporting Authority (NFRA), with effect from the 3rd October, 2018 (forenoon) for a period of three

Shri Rangachari Sridharan appointed as the Chairperson of National Financial Reporting Authority S.O.5848(E) dated 28th November 2018issued by MCA In exercise of the powers conferred by sub-section (3) of section 132 of the Companies Act, 2013 (18 of 2013), the Central Government vide office order No. NFRA-05/2/2018-NFRA- MCA dated 01st October, 2018 appointed Shri Rangachari Sridharan as the Chairperson, the National Financial Reporting Authority (NFRA), with effect from the 1st October, 2018 (afternoon) for a period of three years or till the

External Commercial Borrowings (ECB) Policy - Review of Hedging Provision A.P. (DIR Series) Circular No.15 dated 26th November 2018issued by RBI Attention of Authorized Dealer Category-I (AD Category-I) banks is invited to paragraphs 2.4.2 and 2.5 of Master Direction No.5 dated January 1, 2016 on “External Commercial Borrowings, Trade Credit, Borrowing and Lending in Foreign Currency by Authorised Dealers and Persons other than Authorised Dealers”, as amended from time to time and A. P. (DIR Series) Circular No. 11

Re-Constitution of High Level Committee on Corporate Social Responsibility No.12/03/2018-CSR dated 22nd November 2018issued by MCA Pursuant to orders of Hon'ble Minister for Corporate Affairs and in supersession of earlier Office order of even No. dated 11.10.2018, the High Level Committee on Corporate Social Responsibility 2018 (HLC-2018) is hereby re-constituted under the Chairmanship of Shri. Injeti Srinivas, Secretary, Ministry of Corporate Affairs (MCA) to review the existing framework and guide and formulate the roadmap for a coherent policy on

Disclosure of reasons for delay in submission of financial results by listed entities CIR/CFD/CMD-1/142/2018dated 19th November 2018 issued by SEBI 1. Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), inter-alia, specifies timelines for submission of financial results by listed entities. Accordingly, the quarterly and annual financial results are to be submitted by listed entities to stock exchanges within forty-five/sixty days from the end of

Securities and Exchange Board of India (Delisting of Equity Shares) (Second Amendment) Regulations, 2018 No. SEBI/LAD-NRO/GN/2018/46 dated 14th November 2018 issued by SEBI In exercise of the powers conferred by section 31 read with section 21A of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), section 30, sub-section (1) of section 11 and sub-section (2) of section 11A of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following Regulations

Constitution of Committee for finalizing Business Responsibility Reporting (BRR) Format for Listed and Unlisted Companies F. No. 10/19/2018-CSR (Part File-2) dated 14th November 2018, issued by MCA The Secretary, Corporate Affairs has constituted a Committee for finalizing the Business Responsibility Reporting (BRR) Format for Listed and unlisted companies based on the BRR Framework of the updated NVGs. 2. In view of the above, Committee on BRR is hereby constituted under the Chairmanship of Mr. Gyaneshwar Kumar Singh, Joint Secretary, Ministry of

Standardised norms for transfer of securities in physical mode SEBI/HO/MIRSD/DOS3/CIR/P/2018/139 dated 6th November 2018, issued by SEBI 1. Vide Regulation 40 and Schedule VII of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”) SEBI has prescribed requirements for transfer of securities in physical mode. 2. It has been brought to the notice of SEBI that RTAs are seeking various documents for effecting transfer of securities and the documents

Guidelines for Enhanced Disclosures by Credit Rating Agencies (CRAs) SEBI/ HO/ MIRSD/ DOS3/ CIR/ P/ 2018/ 140 dated 13th November 2018 issued by SEBI SEBI has constantly endeavoured to enhance the quality of disclosures made by the CRAs. In pursuance of the same, the following disclosures are being prescribed to bring about greater transparency: 1. Disclosures in the Press Release regarding Rating Actions: A. SEBI, vide Circular dated November 01, 2016, had prescribed the standard format for press release regarding rating action by

Insolvency and Bankruptcy Board of India (Salary, Allowances and other Terms and Conditions of Services of Chairperson and Members) (Second Amendment) Rules, 2018 G.S.R.1083 (E) dated 2nd November 2018issued by IBBI In exercise of the powers conferred by clause (zd) of sub-section (2) of section 239, read with sub-section (5) of Section 189 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), the Central Government hereby makes the following rules further to amend the Insolvency and Bankruptcy Board

External Commercial Borrowings (ECB) Policy - Review of Minimum Average Maturity and Hedging Provisions A.P. (DIR Series) Circular No.11dated 6th November 2018, issued by RBI Attention of Authorized Dealer Category-I (AD Category-I) banks is invited to paragraphs 2.4.1, 2.4.2 and 2.5 of Master Direction No.5 dated January 1, 2016 on “External Commercial Borrowings, Trade Credit, Borrowing and Lending in Foreign Currency by Authorised Dealers and Persons other than Authorised Dealers”, as amended from time to time, in terms of which

Amendments in the Fourth Schedule to the Arbitration and Conciliation Act, 1996 S.O. 5674(E) dated 12th November 2018, issued by Ministry of Law and Justice In exercise of the powers conferred by sub-section (1) of section 11A of the Arbitration and Conciliation Act, 1996 (26 of 1996), the Central Government being satisfied that it is expedient to do so, hereby makes the following amendment in the Fourth Schedule to the said Act, namely:-In exercise of the powers conferred by sub-section (1)

    Foreign Exchange Management (Deposit) (Amendment) Regulations, 2018 G.S.R. 1093(E) dated 9th November 2018, issued by RBI In exercise of the powers conferred by clause (f) of sub section (3) of Section 6 of the Foreign Exchange Management Act, 1999 (42 of 1999), the Reserve Bank makes the following amendments to the Foreign Exchange Management (Deposit) Regulations, 2016, Notification No. FEMA 5(R)/2016-RB dated April 1, 2016, namely: 1. Short Title and Commencement: (i) These regulations may be called the Foreign Exchange Management (Deposit) (Amendment)

        Companies (Amendment) Ordinance, 2018 No. 9 of 2018 dated 2nd November 2018issued by Ministry of Law and Justice An Ordinance further to amend the Companies Act, 2013. WHEREAS Parliament is not in session and the President is satisfied that circumstances exist which render it necessary for him to take immediate action ; NOW, THEREFORE, in exercise of the powers conferred by clause (1) of article 123 of the Constitution, the President is pleased to promulgate the following Ordinance : Short title and commencement. 1. (1) This

Relaxation of additional fees and extension of last date of in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the Companies Act, 2013 General Circular No. 10/2018 dated 29th October 2018 Keeping in view the requests received from various stakeholders seeking extension of time for filing of financial statements for the financial year ended 31.03.2018 on account of various factors, it has been decided to relax the additional fees payable by companies on e-forms AOC-4, AOC (CFS) AOC-4 XBRL and

  Non-banking financial companies, having assets worth of five hundred crore rupees and above as per their last audited balance sheet, specified as financial institution S.O. 5391(E) dated 24th October 2018issued by Ministry of Finance In exercise of the powers conferred by sub-clause (iv) of clause (m) of sub-section (1) of section 2 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (54 of 2002), the Central Government hereby specifies the following non-banking financial companies, having assets

Sub-sections (2), (4), (5), (10), (13), (14) and (15) of section 132 of Companies Act, 2013 come into force with effect from 24th October, 2018 S.O. 5385(E) dated 24th October 2018issued by MCA In exercise of the powers conferred by sub-section (3) of section 1 of the Companies Act, 2013 (18 of 2013), the Central Government hereby appoints the 24th October, 2018 as the date on which the sub-sections (2), (4), (5), (10), (13), (14) and (15) of section 132

Where name of non-operational company is struck off for non-filing of statutory returns, there is no justification to restore its name just to go through the process of winding up or closure Where the name of the non-operational company is struck off by the Registrar of Companies exercising its power under section 248 read with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, giving opportunity to the petitioner-company to file its statutory returns and upon

Where the impugned consent decree falls within the period stipulated in section 531 from the date of commencement of winding up, it constitutes fraudulent preference Winding up proceedings in respect of a sick industrial company are deemed to commence on the date of recommendation of the Board for Industrial and financial Reconstruction (BIFR), that is the date of receipt of the same by the High Court or the date of admission of the winding up proceedings. Where the impugned consent decree

Where definition of ‘corporate person’ under clause (7) of section 3 has not ipso facto excluded NBFC, no contention can be raised that NBFC has been excluded from definition of ‘corporate debtor’ Where the petitioner-non-banking financial company (‘NBFC’) files petition under section 7 alleging that deposit made by it remains unpaid, the respondent cannot contend that having accepted deposits, petitioner-NBFC has become ‘financial service provider’ under clause (7) of section 3 and hence has been excluded from definition of ‘corporate debtor’

Where representatives of directors were asked to go out of the meeting when affairs of corporate debtors were taken for consideration, and where notice of meeting was sent without agenda of meeting, that violated the provision of the Code and the Regulations Where sub-section (4) of sections 24 provides right of participation to the directions in the meeting of committee of creditors, and the Appellate Tribunal also allowed it, but representatives of directors were asked to go out from the meeting

Where appeals were filed against the order of the Company Law Board and the same were disposed of by the High Court and the Supreme Court had considered gamut of facts and passed directions, the appeals would become redundant and liable to be dismissed Where the Company Law Board (Board) passed an order in a petition filed under section 397/398 directing parties to maintain status quo with regard to the shareholding against which appeals were disposed of by the High

Formation of opinion by SEBI that there are grounds for adjudging under Chapter VIA is necessary prerequisite for the Board to exercise its jurisdiction Where the whole-time member of SEBI Board has not even made an endorsement that he is of an opinion that there are grounds for adjudging under Chapter VIA, the question of inferring that he had formed such opinion does not arise. The Board would have no jurisdiction to appoint an adjudicating officer. Securities and Exchange Board of

Where filing of petition under section 34 of the Arbitration and Conciliation Act against an arbitral award establishes pre-existing of dispute which continues till final adjudicatory process, all that has to be seen is whether the said debt can be said to be disputed Where the filing of a petition under section 34 of the Arbitration Conciliation Act against an arbitration award shows that a pre-existing dispute culminating in the first stage of proceeding in an award continues even after the

Amended section 29A is effective from the date of Ordinance which introduced that section as every statute is prima facie prospective Every statute is prima facie prospective unless it is expressly or by necessary implication made to have a retrospective operation. Amended section 29A is effective from the date of passing of Ordinance, that is, 23rd November, 2017. Insolvency and Bankruptcy Code, 2016 – Section 29A – Resolution applicant – Persons not eligible to be – Amended section 29A first introduced

Declining to supplant the mechanism laid down in the Code for corporate insolvency resolution process by substituting them with a mechanism under judicial directions, the Supreme Court, in exercise of its jurisdiction under article 142, issued, amongst others, directions for re-initiation of resolution of insolvency process afresh and renewing the period of 180 days prescribed for completion of resolution process In exercise of the power vested under article 142 of the Constitution, the Supreme Court, having regard to the facts

IBBI has no locus to file appeal in the Appellate Tribunal challenging finding of Adjudicating Authority. It is for resolution professional to find out that a resolution plan is contrary to section 29A Where the Insolvency and Bankruptcy Board of India (IBBI), a regulatory body, has no locus standi, not being an aggrieved person, it cannot challenge the finding given by Adjudicating Authority, preferring an appeal under section 61. From clause (g) of section 196 relating to powers and functions

No civil court can exercise jurisdiction in respect of any matter which a Debt Recovery Tribunal / Debt Recovery Appellate Tribunal alone is empowered to determine No civil court can exercise jurisdiction to entertain any suit or proceeding in respect of any matter, suit or proceeding in respect of any matter which a Debt Recovery Tribunal or Debt Recovery Appellate Tribunal is empowered by or under the Act to determine and no injunction can be granted by any court or authority

Where resolution process has reached finality and the committee of creditors has rejected the resolution plan, the Adjudicating Authority has no option but to order for initiation of liquidation process Once the resolution process reaches finality and the committee of creditors reject the resolution plan in view of sections 30 and 31, the Adjudicating Authority has no other option but to order for initiation of liquidation process. Insolvency and Bankruptcy Code, 2016 – Sections 10, 30, 31 and 33 –Insolvency resolution

Where there were exceptional circumstances for which waiver could be allowed, the Tribunal had rightly exercised its discretion Where there were conflicting documents, some showing that respondents were members of the company at some point of time, while others showing that they were not members, and the respondents made an application for waiver of conditions precedent for maintaining petition for relief against oppression/mismanagement and the Tribunal exercised discretion to allow waiver in such exceptional circumstances under the proviso to sub-section

Where Tribunal has exercised discretion judicially passing interim orders to protect interest of company, no interference by the Appellate Tribunal is called for Where National Company Law Tribunal has exercised discretion judicially when ad interim order was sought from it to protect the interest of the company till the petition for relief in cases of oppression was decided, the Appellate Tribunal has declined to interfere in the discretion exercised by it. Companies Act, 2013 – Sections 241, 242 and 243

Sending a calendar of events cannot be called as service of notice as to dispense with the duty of sending notice with agenda. Therefore, meetings held without notice for increase of authorised share capital are invalid Whenever any meeting is held either Board meeting or general meeting, duty is cast upon the persons holding meeting to send the respective notice with agenda items as prescribed under the Act. Sending such notice with agenda and documents does not get dispensed by sending

I A reasonable expectation to be in the know of things can only be based on reasonable inference drawn from foundational facts The mere fact that the appellants promoted two joint venture companies, one of which ultimately merged with the Satyam Computer Services Ltd. (SCSL), and that he was a co-brother of B Ramalinga Raju, cannot be stated to be foundational facts from which an inference of reasonably being expected to be in the knowledge of confidential information be formed.

Order of moratorium is applicable to proceedings against corporate debtor and guarantor if pending before any court. It is not applicable for triggering corporate insolvency resolution process under section 7 or 9 against the guarantor or personal guarantor The order of moratorium would be applicable to the proceedings against the corporate debtor and the guarantor, if pending before any court. However, such order of moratorium will not be applicable for triggering corporate insolvency resolution process under section 7 or 9 against

Where the scheme has complied with the legal requirements on amalgamation, it is liable to be sanctioned Allotment of shares at a premium and credited as fully paid up by the transferee-company in a scheme of amalgamation with two private companies is no ground for non-sanctioning of the scheme by the Tribunal and if scheme complies with legal requirements, it has to be sanctioned. Companies Act, 2013 – Section 232 – Amalgamation/Compromise – Tribunal’s sanction to scheme – Appeal to Appellate

Delineation of relevant market is not mandatory in terms of the statutory scheme of the Act, particularly having regard to the statutory presumption contained in section 3 itself, that is, anti-competition agreements listed in sub-section (3) of section 3 are per se treated as adversely affecting the competition to an appreciable extent Where in paragraph 8 of the judgment of the Supreme Court in CCI v. Coordination Committee [2017] 137 CLA 84, it is noted that sub-section (3) of section

Where if the reliefs sought by way of amendment of sanctioned scheme of arrangement were granted, that would effectively amount to tampering with the essence of the scheme, it is impermissible to grant such amendment Where windmill business was transferred to the transferee-company under a scheme of arrangement between two applicants, and the scheme was sanctioned by the court and made effective, and the transferor-company demerged all its business to transferee-company, it is not permissible to transferor-company to seek amendment of

In this article, an attempt has been made by the author to explain the scope of remedies available to a debenture holder on account of non-payment of principal or/and interest by a company. In addition, corresponding remedies which are available to a company have been enshrined if a company is unable to make the payment of principal or/and interest to debenture holder.

This article attempts to analyse the decisions of the Competition Commission which have buttressed the validity of the Competition Commission of India (Lesser Penalty) Regulations, 2009.

In this article, the author makes an indepth analysis and suggests a solution to complex situation for preparing two separate secretarial audit reports in listed company and its material unlisted Indian subsidiaries. The author also discusses some allied issues simultaneously, namely, (i) need for audited corporate governance report by a company secretary in practice, (ii) merger of Form MGT-8 with Form MR-3, and (ii) appointment of secretarial auditor at annual general meeting for a fixed term of 3-5 years.

False statement to the Competition Commission regarding combinations M [2018] 144 CLA (Mag.) 33 Surendra U Kanstiya* The Competition Commission of India has a wonderful practice of approving the combination notices in a prompt manner. It is often observed that the information furnished by the parties, while filing the notice, are not complete. As a result the Commission has to call for further information which results into the unnecessary delays. The Commission is empowered to impose penalties on the erring entities for furnishing

Once a financial creditor has initiated corporate insolvency resolution process against corporate debtor and enforces the security interest against the personal guarantor of the corporate debtor, the question arises whether the moratium approved by the committee or creditors and the Adjudicating authority will also be applicable on the personal guarantor. This article examines this question in the light of the order of the Appellate Tribunal in the case of State Bank of India v. Ramakrishna.

In this article, author analyses complexity and nitty-gritty of compliances of provisions contained in newly substituted section 90 of the Companies Act, 2013.

In this article, the author has made an attempt to encapsulate the various requirements related to issue of global depository receipt.

In this article, the author highlights the process, duties and rights of the Insolvency Professional and covers up to completion of liquidation with decided case law.

This article is intended to highlight impact and fallout of the Amendment Ordinance.

In this critical study, the author highlights changes in law governing winding up petition under the Companies Act, 1956 and corporate insolvency resolutions/liquidation under the Insolvency and Bankruptcy Code, 2016. He also examines critical issues that have come up before the National Company Law Appellate Tribunal.

In this Article, the author deliberate upon whether the accumulated profits of the company has to be declared and distributed as the interim dividend or whether the law provides for limitations in declaration of such dividend to the shareholders in the event of inadequacy of profits in the year of declaration of dividend.

Institute of Company Secretaries of India (ICSI) has notified the revised ‘Secretarial Standard on Board Meetings’ (SS 1) and ‘Secretarial Standard on General Meetings’ (SS 2) to come into force with effect from 1st October, 2017, just after a gap of a little more than a couple of years. The existing SS 1 and SS 2 had come into force on 1st July, 2015. In this article, the author critically examines these revised Secretarial Standards.

In this article, the author answers in negative the question as to whether disqualification under sub-section (2) of section 164 would result into vacation of directorship in all companies in which a person is a director.

This article deliberates on the question as to whether independent directors can be held liable for the failure of the company to pay out the declared divided.

This article is intended to highlight judgment of the Supreme Court in the case of Innoventive Industries Ltd. v. ICICI Bank [2017] 140 CLA 39 upholding order of the National Company Law Appellate Tribunal that Insolvency Code shall have effect notwithstanding the provisions of any other law for the time being in force. The Supreme Court settled the law whenever there is conflict between the State law and Central law, it is the Central law which would prevail over the

The recent move of the Indian policymakers of abolition of the Foreign Investment Promotion Board in an attempt to boost capital influx is, undoubtedly, the end of an era and the new model of scrutinising the foreign investment proposals has already come into being. This article endeavours to trace the evolution of the inter-ministerial Board till its demise, and thereby critically analyze the new model, in the form of Standard Operating Procedure, so as to conclude as to whether this

In this article, the author explains the expressions ‘dispute’ and ‘existence of dispute’ defined in clause (6) of section 5 and clause (a) of sub-section (2) of section 8 of the Insolvency and Bankruptcy Code, 2016 respectively, in the context of initiation of corporate insolvency resolution process by the operational creditor under section 9 of that Code.

In this article, the author highlights aspect of corporate social responsibility under the Companies Act, 2013 and the Income-tax, 1961.

A well-designed product is not just a pleasure to use, but also a delight to behold. The value of a product is always a combined evaluation of how they are appealing to eye and how can we use them by protecting our right to use without any infringement of rights. Intellectual property (IP) violations remain a global concern. This article discusses the IP attached to the broadcasting shows.

The Insolvency and Bankruptcy Code, 2016 passed by the Parliament is a welcome overhaul of the existing framework dealing with insolvency of corporates, individuals, partnerships and other entities. It paves the way for much needed reforms while focusing on creditor driven insolvency resolution. In this article, the author highlights challenges that are ahead for implementation and administration of the Code.

Director – Vacation of office under sub-section (2) of section 167 – When does it take effect – Vacation would be instantaneous on the occurrence of the specified event.

Independent director – Status on being appointed as an occupier of company of which he is a director – Would he lose his status as an independent director – Independent director cannot be appointed as an occupier of the factory owned by the company.

Board of directors – Its status where an interim resolution professional (‘IRP’) has been appointed under section 17(1) of the Insolvency and Bankruptcy Code, 2016 – On the appointment of an IRP to a company, its directors would not cease to hold the office of the director of the company ; but they would be guided in the discharge of their duties by the IRP.

E-voting on resolutions placed before a general meeting – Should preference shareholders not be taken into account for computing 1000 shareholders – In computing 1000 shareholders mandatory application of section 108 read with rule 20(2) of the Companies (Management and Administration) Rules, 2014 would trigger in regard to resolutions before a general meeting.

Auditor in office – Prohibited services which he cannot undertakes during the tenure of his appointment – Since the tenure of his appointment would partly fall in an earlier financial year in which annual general meeting is held and partly in subsequent financial year, it is during this tenure of appointment the auditor is prohibited from undertaking the services spelt out in section 144.

Bonus shares – Allotment to holders of partly paid up shares having no right to get bonus shares – Would partly paid-up share cover partly paid-up preference shareholders – As preference shareholders are not entitled to bonus shares, it would be immaterial whether those shares are paid-up or partly paid-up. Therefore, bonus shares would not affect rights of preference shareholders and their existence would not hamper in allotting shares.

Securities premium – Can it be written off against accumulated losses – For the purposes of reduction of securities premium, the same is equivalent to share capital and that reduction of share capital could be undertaken for any purpose including for wiping off of accumulated losses and reduction of securities premium could be undertaken by a company for wiping off of accumulated losses.

Independent director – Re–appointment of – Should special resolution be passed before making the reappointment – The power to reappoint an independent director already in office has not been conferred on the company in general meeting while the power to determine his eligibility to be reappointed has been conferred on the company in general meeting. Therefore, special resolution has to be passed by the company in general meeting before the reappointment is made.

Compromise or arrangement – Approval of members by voting in person or by proxy or postal ballot – Can member vote through proxy in a meeting convened by NCLT to obtain its approval to scheme under section 230 – Member can vote through proxy if he has decided not to vote by post or in any electronic mode but to vote in a meeting.

Board of directors – Can it act on the basis of enabling powers spelt out in the Act in the absence of powers in the articles of association of a company – Board of directors cannot exercise a power on the ground that it is an enabling power in the Act, unless there is a suitable provision in the articles of association.

Equity shares – Preferential allotment to the holding company of a listed company – Does it attract section 188 – Even though the subject matter of the resolution relating to preferential allotment is shares, they are not ‘goods’ in the eye of law and as such the provisions of section 188 would have no application to a resolution for the allotment of shares preferentially to the promoters.

Section 8 company – Consolidation of financials with financials of its holding company – Is company required to prepare consolidated financial along with the subsidiary. As no economic benefit would accrue to the holding company, it need not prepare consolidated financial statement along with the subsidiary, which is a section 8 company and it will be sufficient if the holding company comply with Schedule III to the Act and specify the reasons for not consolidating the accounts of its subsidiary

Shares in a public company – Free transferability of shares – Does sub-section (2) of section 58 impose restriction on the right of shareholder to deal with his shares in terms of consensual agreement – Free transferability does not impose any restriction on the right of a shareholder.

Compromise or arrangement – Could amendment be made to scheme in a court convened meeting for purpose of ascertaining wishes of those entitled to attend the meeting – An amendment could be moved, considered and voted upon, if the amendment is to correct a grammatical or factual error and not for changing the basic purpose or character of the scheme.

Arrangement – Order sanctioning scheme of arrangement by two different High Courts – Are they liable to stamp duty under respective State stamp duty laws – In view of the Supreme Court judgment in Hindustan Lever Ltd. v. State of Maharshtra [2003] 57 CLA 256 (SC) orders sanctioning scheme of arrangement by two different High Courts, even though the subject matter is the same, where the companies who are parties to the scheme are situate in two different States, would

Transfer of shares – Refusal to register – Jurisdiction of National Company Law Tribunal to direct registration of transfer of shares on the ground of breach of contractual obligations – As sub-section (4) of section 58 enlarges the powers of a company to refuse registration of transfer of shares on the ground other than those mentioned in sub-section (3) of section 111A of the 1956 Act, the Board of directors could refuse registration for the reason that it would lead

Financial statement – Mandatory requirement to prepare consolidated financial statement by a company along with its subsidiary incorporated under section 8 – Since no economic benefit or resource would accrue to the holding company from its subsidiary, it is not mandatory for the holding company to prepare consolidated financial statement along with its subsidiary which is section 8 company.

Reference to arbitration – Dispute between shareholder and company – Can a shareholder seek to refer to arbitration a dispute between him and a company in the light of arbitration clause in an incidental ancillary object in the memorandum of association – Shareholder cannot use arbitration clause for disputes arising out of his holding shares in the company.

Transfer/transmission of shares – Submission of self attested PAN card for registration of – Is it mandatory – Since every person is not mandatorily required to obtain a permanent account number and to possess a PAN card, a mandatory requirement cannot be fastened on a person, not required to possess a PAN card, to furnish a self-attested copy of the same to effectuate his transaction in securities.

Video conferencing – Matters which cannot be considered in a Board meeting through – Items prohibited under rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 could be considered in a meeting of the Board where one or more directors participate through video conferencing or other audio visual means.