Relaxation from compliance to REITs and InvITs due to the CoVID -19 virus pandemic SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/563 14th May 2021issued by SEBI 1. SEBI is in receipt of representations from InvITs and REITs requesting extension of timelines for various regulatory filings and compliances for InvITs and REITs for the period ending March 31, 2021, inter-alia, due to ongoing second wave of the CoVID-19 pandemic and restrictions imposed by various state governments. 2. After consideration, it has been decided to extend the due date for

Consultation Paper on “Review of the regulatory framework of promoter, promoter group and group companies as per Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018” Dated 11th May 2021issued by SEBI I. Objective 1) The objective of this consultation paper is to seek comments / views from the public on the following relating to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations): A. Reduction in lock-in periods for minimum promoter’s

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2021 No. SEBI/LAD-NRO/GN/2021/19 dated 5th May 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 (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, namely:- 1. These regulations may be called the Securities and Exchange

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 No. SEBI/LAD-NRO/GN/2021/18 dated 5th May 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

Clarification on spending of CSR funds for ‘creating health infrastructure for COVID care’, ‘establishment of medical oxygen generation and storage plants’ etc. General Circular No. 09/2021 dated 5th May 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

Relaxation in timelines for compliance with regulatory requirements by Debenture Trustees due to the CoVID-19 pandemic SEBI/HO/MIRSD/CRADT/CIR/P/2021/561 dated 3rd May 2021issued by SEBI 1. As per SEBI (Debenture Trustees) Regulations,1993 as amended from time to time and circulars issued thereunder, debenture trustees are required to perform periodical monitoring and disclose various reports/documents/certificates on Stock Exchanges and on their websites within prescribed timelines. 2. Representations have been received from debenture trustees with regard to relaxation in timelines for complying with certain regulatory provisions of

Gap between two board meetings under section 173 of the Companies Act, 2013 - Clarification General Circular No.08/2021 3rd May 2021issued by MCA In view of the difficulties arising due to resurgence of Covid-19 and requests received from stakeholders, it has been decided that the requirement of holding meetings of the Board of the companies within the intervals provided in section 173 of the Companies Act, 2013 (120 days) stands extended by a period of 60 days for first two quarters

Relaxation of time for filing forms related to creation or modification of charges under the Companies Act, 2013 General Circular No. 07/2021 dated 3rd May 2021issued by MCA On account of the resurgence of COVID-19 pandemic, representations have been received in this Ministry requesting relaxation of timelines related to filing of certain charge related forms. The representations have been examined and the Central Government has, in exercise of its powers under section 460 read with section 403 of the Companies Act,

Relaxation on levy of additional fees in filing of certain Forms under the Companies Act, 2013 and LLP Act 2008 General Circular No. 06/2021 dated 3rd May 2021issued by MCA Requests have been received from stakeholders for relaxation on levy of additional fees for filing of various forms under the Companies Act, 2013/LLP Act, 2008/Rules made thereunder due for filing during 1st April, 2021 to 31st May, 2021 in view of the COVID- 19 related restrictions and disruption. The requests have been

Relaxation in timelines for compliance with regulatory requirements SEBI/HO/MIRSD/DOP/P/CIR/2021/559 dated 29th April 2021issued by SEBI 1. In view of the situation arising due to COVID-19 pandemic, lockdown imposed by the Government and representations received from Stock Exchanges, SEBI had earlier provided relaxations in timelines for compliance with various regulatory requirements by the trading members / clearing members / depository participants, vide circular nos. SEBI/HO/MIRSD/DOP/CIR/P/2020/61 dated April 16, 2020, SEBI/HO/MIRSD/DOP/CIR/P/2020/62 dated April 16, 2020, SEBI/HO/MIRSD/DOP/CIR/P/2020/68 dated April 21, 2020 and SEBI/HO/MIRSD/DOP/CIR/P/2020/72 dated April 24, 2020. 2. Later, vide circular

Securities and Exchange Board of India (Portfolio Managers) (Second Amendment) Regulations, 2021 No. SEBI/LAD-NRO/GN/2021/16 dated 26th April 2021 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 (b) of sub-section (2) of Section 11 and subsection (1) of Section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities and Exchange Board of India hereby makes the following regulations to further amend

Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2021 No. SEBI/LAD-NRO/GN/2021/17dated 26th April 2021issued by SEBI In exercise of the powers conferred under Section 30 read with clause (g) of sub-section (2) of Section 11 and clauses (d) and (e) of Section 12A of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to amend the Securities and Exchange Board of India (Prohibition of Insider

Clarification on spending of CSR funds for setting up makeshift hospitals and temporary COVID Care facilities General Circular No. 05/2021dated 22nd April 2021,issued 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 `setting up makeshift hospitals and temporary COVID Care facilities' is an eligible CSR activity under item nos. (i) and

Appointment of Justice (Retd.) Shri A.I.S. Cheema, Member (Judicial) as officiating Chairperson, NCLAT S.O. 1663(E) dated 20th April 2021,issued by MCA Consequent on the completion of the term of office of Justice (Retd.) Shri Bansi Lal Bhat, Member (Judicial), NCLAT as officiating Chairperson, NCLAT on 18.04.2021, Central Government hereby appoints, Justice (Retd.) Shri A.I.S. Cheema, Judicial Member, NCLAT, as officiating Chairperson in terms of Rule 10(1) of the Tribunal, Appellate Tribunal and other Authorities (Qualifications, Experience and other Conditions of Service of

Consideration of matters / issues by the committee of creditors on request by members of the committee Clarification No.: IBBI/CIRP/2021dated 16th April 2021issued by IBBI Regulation 18 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) provides that a resolution professional (RP) may convene a meeting of the committee of creditors (CoC), when he considers it necessary. He shall, however, convene a meeting of the CoC, if a request to that effect is made by members of the

Insolvency and Bankruptcy Board of India (Information Utilities) (Amendment) Regulations, 2021 No. IBBI/2021-22/GN/REG072 dated 13th April 2021issued by IBBI In exercise of the powers conferred by section 196 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 (Information Utilities) Regulations, 2017, namely:- 1. (1) These Regulations may be called the Insolvency and Bankruptcy Board of India

Specification of minimum amount of default for the matters relating to the pre-packaged insolvency resolution process S.O. 1543(E) 9th April 2021issued by MCA In exercise of the powers conferred by the second proviso to section 4 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as amended by the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2021 (3 of 2021), the Central Government hereby specifies ten lakh rupees as the minimum amount of default for the matters relating to

Companies (Accounts) (Second Amendment) Rules, 2021 G.S.R. 247(E) dated 1st April 2021issued by MCA In exercise of the powers conferred by section 134 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Accounts) Rules, 2014, namely:— 1. (1) These rules may be called the Companies (Accounts) (Second Amendment) Rules, 2021. (2) They shall come into force with effect from the 1st day of April, 2021. 2. In the

Companies (Audit and Auditors) (Second Amendment) Rules, 2021 G.S.R. 248(E) dated 1st April 2021issued by MCA In exercise of the powers conferred by sections 139, 143, 147 and 148 read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Audit and Auditors) Rules, 2014, namely:— 1. (1) These rules may be called the Companies (Audit and Auditors) (Second Amendment) Rules,

Reduction in unblocking/refund of application money SEBI/HO/CFD/DIL1/CIR/P/2021/47dated 31st March 2021issued by SEBI 1. Presently, in terms of the SEBI(ICDR) Regulations, 2018, in case of non receipt of minimum subscription, the issuer is mandated to refund all the application monies within a period of “fifteen days” from the closure of the issue. Timelines are stipulated in Regulation 45(2), 86(2), 141(2), 202(2)(b) and 202(3)(a) and (b). 2. Similarly, the present provisions of Regulation 53(2), 94(2), 149(2), 208(2), 272(2) stipulate that in case the issuer fails

Petitioner stood disqualified to be a director by operation of provisions of sub-section (2) of section 164 for the failure of defaulting company to file financial statements and annual returns for the relevant period, and his director identification number stood cancelled Where the Registrar of Companies had taken into consideration defaults in respect of a company governed by the provisions of the Act and in respect of a period which was also governed by that Act, the petitioner was not entitled

Directions given by the High Court to reactivate director identification numbers and digital signature certificate numbers of affected directors to enable them to avail of Fresh Start Scheme, 2020 Where directors have attracted disqualification for failure to file financial statements, resulting in deactivation of director identification numbers and digital signature certificates numbers, and the Companies Fresh Start Scheme, 2020 provides for directors to be given opportunity to avail of the said scheme, considering the facts and circumstances the High Court directed

Order for corporate insolvency resolution process cannot be passed against company whose name is not in existence as on date, and petition under section 10 has to be dismissed After filing of an application under section 10 the applicant-company is required to maintain a status quo in relation to major decisions taken, let alone keeping the company as a going concern. It is required to restrain itself from making any change to the constitution of the shareholding pattern, list of secured/unsecured

Deactivation of director identification number by notice dated 7th April, 2017 is liable to be set aside as relevant amendments in sections 164 and 167 from 1st April, 2014 have to be applied prospectively Amendment to sub-section (2) of section 164 with effect from 1st April, 2014 had to be applied prospectively, and the three year default contemplated therein had to commence from the financial year 2014-15 and end in the financial year 2016-17. The operation of amended proviso to clause

Proceeding initiated for offence of dishonor of cheque under section 138/141 against a corporate debtor is covered by clause (a) of sub-section (1) of section 14 of the Insolvency and Bankruptcy Code. Therefore, proceeding under those sections cannot be initiated against directors/person in management without the corporate debtor For the period of moratorium, since no section 138/141 proceeding can continue or be initiated against the corporate debtor because of a statutory bar, such proceedings can be initiated or continued against the

Any waiver of pre-deposit of debt due in an appeal to the entire extent by the High Court would be against the mandatory requirement of section 21 and, therefore, order of the High Court is not sustainable in law When further amount is due and payable in discharge of the decree/recovery certificate issued by the Debt Recovery Tribunal in favour of the appellant bank, the High Court does not have the power to waive the pre-deposit in its entirety nor can

For the purpose of clause (c) of sub-regulation (15) of regulation 18, consent of the unit holders would mean consent by majority of the unit holders who have participated in the poll and not consent of majority of all the unit holders of the scheme The expression ‘consent’ in clause (c) of sub-regulation (15) of regulation 18 refers to affirmative consent to winding up by the majority of the unit holders. Clause (c) per se does not prescribe any quorum or

Where the resolution applicant files an application for rectification of order of the Supreme Court, which in fact is an attempt to renege from the resolution plan which it submitted, and to resile from its obligations, the same is a devious attempt which must be disallowed. The rectification application must accordingly be dismissed The extensions granted from time to time facilitated the consideration of the resolution plan submitted by resolution applicant-Deccan Value Investors LP (DVI). DVI cannot be heard to contend

In view of section 10A which has been inserted by the Insolvency Bankruptcy Code (Amendment) Act, 2020 with retrospective effect from 5th June 2020, the application filed by the operational creditor under section 9 is not maintainable The Ordinance and the Amendment Act, 2020 adopt 25th March, 2020 as cut-off date, and the proviso to section 10A inserted thereby stipulates that “no application shall ever be filed” for the initiation of corporate insolvency resolution process “for the said default occurring

Company refusing to register shares where original share certificates got lost, directed to rectify register of shares, as company cannot refuse to register shares in such a situation Where original share certificates get lost, refusal by company not to register shares on the ground that share certificates are not produced, is arbitrary, and the company shall be directed to rectify register. Companies Act, 2013 – Section 56 – Register of members – Rectification of register – Original share certificate lost

There is no express provision enabling waiver of fees/penalty under the Act There is no provision under the Act which permits the Registrar of Companies to file the documents sought to be registered/filed under the Act without payment of requisite filing fee and/or payment of additional fees. There is also no express/enabling provision for the waiver of fees/penalty under the Act. Therefore, the direction by the Tribunal to the Registrar of Companies not to levy any fee/penalty is untenable, Companies

The Tribunal ought not to be permitted to adjudicate the preferential nature of the transaction under a contract which now stands terminated after the approval of the resolution plan After approval of the insolvency resolution plan, only the new management can take a decision in regard to any agreement which is deemed to be not beneficial to it. This fact supports the interpretation that after the plan is approved, the company is completely in the hands of a new management,

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

In the beginning corporate social responsibility (CSR) was introduced through guidelines which were recommendatory. With the promulgation of the Companies Act, 2013, for the first time the provisions on CSR were made mandatory. With a view to strengthen implementation of CSR provisions many significant changes have been brought in the Companies (Amendment) Act, 2019, the Companies (Amendment) Act, 2020 and the Companies (Corporate Social Responsibility Policy) (Amendment) Rules, 2021. In this article an attempt has been made to bring out

The existing regulatory regime is often considered inconsistent and insufficient to address the issues concerning abuse of power by the auditors. This article is an attempt to highlight the reforms required in the legal regime concerning the functioning of auditors.

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

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

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

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

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

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

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

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

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

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

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

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.

Bad debts – Writing off bad debts in the accounts adopted by the shareholders – Is it open to judicial scrutiny? – The decision of the Board of directors to write off the bad debt is a commercial decision, which does not warrant any judicial interference.

Insolvency resolutions process – Application by financial creditor – Can decree holder file – Decree holder cannot initiate proceeding under section 7.

National Company Law Tribunal – Can it entertain application for winding up of company, the name of which has been struck off – The Tribunal can entertain a petition for winding up of a company, the name of which has been struck off from the Register of companies.

Record date – What it is with reference to listed securities and compliance requirements – This pre-announced date is record date in respect of securities held by investors in demat form. In order to ensure uniformity, it would be advisable to adopt this pre-announced date as the date of entitlement of the holders of securities in demat form and in physical form. This date should not be confused with dates of closure of transfer books.

Resolution plan for revival of business - Envisaging more onerous encumbrances than existing at the time for initiation of insolvency resolution process – Would approval be necessary of lessor of land - The resolution applicant, before drawing the resolution plan for the revival of the business or the project of the corporate debtor, should take the approval of the semi-governmental entity before offering as security the land taken on lease towards the repayment of further financial assistance proposed to be

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

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

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

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

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

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

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

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

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.