Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment) Regulations, 2022 No. SEBI/LAD-NRO/GN/2022/93 dated 11th August 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, Board hereby makes

Enhanced guidelines for debenture trustees and listed issuer companies on security creation and initial due diligence SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/106 dated 4th August 2022issued by SEBI 1. The SEBI Board, in its meeting on September 28, 2020, approved changes to the regulatory framework relating to debenture trustees (DTs), enhancing their role. Resultant amendments were made in the SEBI (Debenture Trustees) Regulations, 1993, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile

Securities and Exchange Board of India (Mutual Funds) (Second Amendment) Regulations, 2022 No. SEBI/LAD-NRO/GN/2022/92 dated 3rd August 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

Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2022 No SEBI/LAD-NRO/GN/2022/91 dated 1st August 2022 issued by SEBI In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, namely: - 1. These regulations may be called the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2022. 2. They shall

External Commercial Borrowings (ECB) Policy - Liberalisation Measures A.P. (DIR Series) Circular No. 11dated 1st August 2022issued by RBI Attention is invited to paragraph 2.2 of FED Master Direction No.5 on External Commercial Borrowings, Trade Credits and Structured Obligations, dated March 26, 2019 (as amended from time to time), in terms of which eligible ECB borrowers are allowed to raise ECB up to USD 750 million or equivalent per financial year under the automatic route, and paragraph 2.1.vi.

Foreign Exchange Management (Borrowing and Lending) (Third Amendment) Regulations, 2022 No. FEMA.3(R)(3)/2022-RB dated 28th July 2022issued by RBI In exercise of the powers conferred by sub-section (2) of Section 6 and Section 47 of the Foreign Exchange Management Act, 1999 (42 of 1999), the Reserve Bank of India hereby makes the following amendments to the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018 (Notification No. FEMA.3(R)/2018-RB dated December 17, 2018) (hereinafter referred to as 'the Principal Regulations'), namely: 1. Short Title & Commencement:

Addendum to SEBI Circular on Development of Passive Funds SEBI/HO/IMD/DF2/CIR/P/2022/102 dated 28th July 2022 issued by SEBI 1. This has reference to SEBI circular No. SEBI/HO/IMD/DOF2/P/CIR/2022/69 dated May 23, 2022 on “Development of passive funds”. The provisions of the said circular are applicable with effect from July 01, 2022. 2. Clause 2(IV)(A) of the aforesaid circular prescribed that in respect of units of ETFs, direct transaction with AMCs shall be facilitated for investors only for transactions above

Settlement of Running Account of Client’s Funds lying with Trading Member (TM) SEBI/HO/MIRSD/DOP/P/CIR/2022/101 dated 27th July 2022 issued by SEBI SEBI, vide circular no. MIRSD/SE/Cir-19/2009 dated December 03, 2009 and SEBI/HO/MIRSD/MIRSD2/CIR/P/2016/95 dated September 26, 2016, issued the guideline for settlement of running account of client’s funds / securities. As specified by SEBI, the actual settlement of funds and securities shall be done by the member depending on the mandate of the

Implementation of Circular on ‘Guidelines in pursuance of amendment to SEBI KYC (Know Your client) Registration Agency (KRA) Regulations, 2011’ SEBI/HO/MIRSD/SEC-5/P/CIR/2022/100 dated 27th July 2022issued by SEBI SEBI, vide its circular no. SEBI/HO/MIRSD/DOP/P/CIR/2022/46 dated April 06, 2022, had issued guidelines in pursuance of amendment to SEBI KYC (Know Your client) Registration Agency (KRA) Regulations, 2011. The provisions of this circular at clause 9 and clause 13 were to come into effect from July 01, 2022. 2. Subsequently, an

Clarification on spending of CSR funds for "Har Ghar Tiranga" campaign General Circular No.08/2022 dated 26th July 2022issued by MCA 'Har Ghar Tiranga', a campaign under the aegis of Azadi Ka Amrit Mahotsav, is aimed to invoke the feeling of patriotism in the hearts of the people and to promote awareness about the Indian National Flag. In this regard, it is clarified that spending of CSR funds for the activities related to this campaign, such as mass scale production and supply of the

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2022 F. No. SEBI/LAD-NRO/GN/2022/90dated 25th July 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 Exchange Board

Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022 F. No. SEBI/LAD-NRO/GN/2022/89dated 25th July 2022issued 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 and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2022 F. No. SEBI/LAD-NRO/GN/2022/88 dated 25th July 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

  Consultation Paper on the framework for platforms providing “execution-only” services in direct plans of Mutual Funds Dated 22nd July 2022issued by SEBI I. Background 1. To facilitate growth and cost-effectiveness of mutual fund products, in the year 2012, SEBI mandated Mutual Funds (MFs)/Assets Management Companies (AMCs) to provide a separate plan for direct investments, i.e. investments not routed through a distributor. Today an investor desirous of investing in Mutual Funds may invest directly i.e., without involving or routing the investment through any distributor/agent

Entities allowed to use e-KYC Aadhaar Authentication services of UIDAI in Securities Market as sub-KUA SEBI/HO/MIRSD/SEC-5/P/CIR/2022/99dated 20th July 2022issued by SEBI 1. SEBI issued circular No. SEBI/HO/MIRSD/DOP/CIR/P/2019/123 dated November 05, 2019 detailing the e-KYC Authentication facility under section 11A of the Prevention of Money Laundering Act, 2002, by entities in the securities market for Resident Investors. 2. Subsequently, SEBI vide its circular SEBI/HO/MIRSD/DOP/CIR/P/2020/80 dated May 12, 2020 listed the entities who shall undertake Aadhaar Authentication service of UIDAI

Levy of Goods & Services Tax (GST) on the fees payable to SEBI SEBI/HO/GSD/TAD/CIR/P/2022/0097dated 18th July 2022issued by SEBI 1. The GST Council in its meeting held on June 28 and June 29, 2022, recommended inter alia to withdraw the exemption granted to services by SEBI and the same has been notified vide Notification No.4/2022 dated 13th July, 2022. 2. Accordingly, all the Market Infrastructure Institutions, Companies who

Zero coupon zero principal instruments declared as securities for the purposes of the Securities Contracts (Regulation) Act, 1956 S.O. 3210(E) dated 15th July 2022 issued by Ministry of Finance In exercise of the powers conferred by sub-clause (iia) of clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Central Government hereby declares “zero coupon zero principal instruments” as securities for the purposes of the said Act. Explanation.-For the purpose of this notification, “zero coupon zero principal

Special Economic Zones (Third Amendment) Rules, 2022 G.S.R. 576(E)dated 14th July 2022issued by Ministry of Commerce and Industry In exercise of the powers conferred by section 55 of the Special Economic Zones Act, 2005 (28 of 2005), the Central Government hereby makes the following rules further to amend the Special Economic Zones Rules, 2006, namely: - 1. (1) These rules may be called the Special Economic Zones (Third Amendment) Rules, 2022. (2) They shall come into force on the date of their publication in

Consultation Paper on applicability of SEBI (Prohibition of Insider Trading), Regulations, 2015 to Mutual Fund (MF) units Dated 8th July 2022issued by SEBI 1. Objective The objective of this consultation paper is to solicit public comments / views on the proposal to cover dealing in units of Mutual Funds under SEBI (Prohibition of Insider Trading), Regulations, 2015 (“PIT Regulations”) so as to harmonize the regulations governing trading in securities, while in possession of Unpublished Price Sensitive Information (UPSI). 2. Background 2.1. In the

Overseas foreign currency borrowings of Authorised Dealer Category-I banks A. P. (DIR Series) Circular No. 08 dated 7th July 2022issued by RBI Attention of Authorised Dealer Category-I (AD Cat-I) banks is invited to the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018 [Notification no. FEMA 3(R)/2018-RB dated December 17, 2018] and Master Direction - Risk Management and Inter-Bank Dealings dated July 05, 2016, as amended from time to time. 2. As announced in paragraph 4 of the press release

In view of the provisions of clause (c) of sub-section (1) of section 14, which have overriding effect over any other law, any action to foreclose, recover or enforce any security interest created by the corporate debtor in respect of its property including any action under the SARFAESI Act is prohibited. The appellant-bank could not have continued the proceedings under the SARFAESI Act once the corporate insolvency resolution process was initiated and the moratorium was ordered After the corporate insolvency resolution

Where section 232 gives powers to the Tribunal to consider and decide calling of meeting of creditors, etc., the discretion given to the Tribunal with regard to the same is to be exercised judicially, and the appellant cannot claim dispensing with meetings as a right Where it is a question of merger and the provisions require and give discretion to the Tribunal with regard to calling of meetings, it is a discretion to be exercised judicially by the Tribunal following

Registration of the pawn, that is the dematerialised shares, in favour of PIFSL as the “beneficial owner” does not have the effect of sale of shares by the pawnee. The pledge has not been discharged or satisfied either in full or in part. PIFSL is not required to account for any sale proceeds which are to be applied to the debt on the “actual sale”. The two options available to PIFSL as the pawnee under section 176 of the Contract

The decision of the committee of creditors (‘CoC’) was taken after the members of the CoC had due deliberation to consider the pros and cons of the settlement plan and took a decision exercising their commercial wisdom. Neither the NCLT nor the NCLAT were justified in not giving due weightage to the commercial wisdom of CoC When 90 per cent and more of the creditors, in their wisdom after due deliberations, find that it will be in the interest of all

A liability in respect of a claim arising out of a recovery certificate would be a “financial debt” within the meaning of clause (8) of section 5. Consequently, the holder of the recovery certificate would be a financial creditor within the meaning of clause (7) of section 5. As such, the holder of such certificate would be entitled to initiate corporate insolvency resolution process, if initiated within a period of three years from the date of issuance of the recovery

The Adjudicating Authority cannot admit the section 9 application on the ground of non-payment of TDS amounts to the income-tax authorities The Adjudicating Authority committed serious error in admitting section 9 application on the submission of the operational creditor that non-payment of TDS amounts to default. Further, where operational creditor has misused the process of the Code in filing application for the revival of application under section 9, the operational creditor is liable to pay cost to the corporate debtor as

Considering the fact that in the lease there has been no disbursement of any debt (loan) or any sums by the lessor to the lessee, the appellant- lessor would not be a ‘financial creditor’ within the ambit of clause (8) of section 5 but would be an ‘operational creditor’ within the meaning of clause (20) of that section A debt is a liability or an obligation in respect of a right to payment. Irrespective of whether there is adjudication of

Sub-section (6) of section 60 clearly contemplates exclusion of the entire period of moratorium, extending thereby the period of limitation, and corporate debtor can take advantage of the same to bring the application under sub-section (6) of section 11 of the Arbitration and Conciliation Act, 1996 Sub-section (6) of section 60 contemplates exclusion of the entire period during which the moratorium was in force in respect of corporate debtor in regard to a proceeding as contemplated therein at the hands of

Section 18 gets attracted the moment acknowledgement in writing signed by the party against whom such right to initiate resolution process under section 7 of the Insolvency and Bankruptcy Code ensures The question as to whether section 18, which extends the period of limitation depending upon an acknowledgement of debt made in writing and signed by the corporate debtor, is also applicable under section 238A, given the expression ‘as far as may be’ governing the applicability of the Act to the

On mere dispute of the quantum of the debt amount, the applications under section 7 cannot be rejected Quantum of payment of debt does not fall for consideration before the Adjudicating Authority at the stage of ‘admission’ of application under section 7. The only requirement is that the minimum outstanding debt should be more than the threshold amount provided under the Code. Insolvency and Bankruptcy Code, 2016 – Section 7 – Insolvency resolution process – Application by financial creditor – Quantum

Time periods in question, as prescribed being directory and not mandatory, the Adjudicating Authority has committed error in rejecting the application of resolution professional Time period prescribed under regulation 35A is not mandatory but directory, hence, application filed in relation to sections 43 and 45 read with section 66 and sub-section (5) of section 60 is not to be rejected for being filed beyond the 135th day of insolvency commencement date. Similarly, application for quashing the transactions covered by sections 46

Sections 95, 97, 99 and 100 do not suffer from any illegality or any unconstitutionality As per the procedure prescribed under sections 95 to 100, the role of resolution professional is limited to make the appropriate recommendation to the Adjudicating Authority and the final decision of the admission or rejection of the application referred to under section 95 solely lies with the Adjudicating Authority. The procedure prescribed under the provisions is fair, rational and reasonable and same cannot be termed

Development agreements should be held to be alive during corporate insolvency resolution process period to ensure successful resolution of the corporate debtor Since the insolvency resolution of the corporate debtor is closely linked to the inclusion of the appellants’ lands in the construction project, and also the fact that the delay in implementation of the development agreements was due to the inaction of the erstwhile corporate debtor, the successful resolution applicant (SRA) cannot be held responsible for such a delay

It will be just and equitable to allow the prayer of the Union Government to nominate 15 persons to be appointed as directors on the general committee of the respondent-company to manage the affairs of the company in order to function as per the terms of the memorandum and articles of association There is sufficient material for holding that it is a case of mismanagement for the affairs of

Unless the obligations under the MoUs were fulfilled, it could not be said that there was a default committed in terms of clause (12) of section 3 by the corporate debtor Where the claim of debt is based on two memorandums of understanding (‘MoUs’) entered into between the parties, and as per the default clause, the right of the investor against the company would be only to proceed against the properties given as security, the investor would have no right to

Where there is no organic error in calculation of liquidation value of the corporate debtor, the payment proposed in the successful resolution plan keeping the liquidation value so arrived at cannot be found fault with Where there is no other allegation against the valuation done by registered valuers who were appointed to determine the fair and liquidation value of the corporate debtor in accordance with regulation 35 which calls in question the assessment of liquidation value, except that the appointment

Insolvency resolution process is meant to revive a corporate debtor To put the steering wheel of a non-adversarial process to revive a corporate debtor, in the hands of adversarial claimant, would defeat the very purpose of the Code. As such there is no merit in the contentions raised by the petitioner that term ‘Other creditor’ has not been defined in clause (10) of section 3. Insolvency and Bankruptcy Code, 2016 – Section 3(10) read with regulation 9A of Insolvency and Bankruptcy

Rents fall under the category of insolvency resolution process (‘IRP’) costs, and the impugned order of the Adjudicating Authority to pay monthly rent of the premises is well sustained in the eye of law Where the premises in which the corporate debtor is carrying on its business belongs to the respondents, the appellant. Resolution professional is duty bound to pay the rent dues to the respondents, and the Adjudicating Authority commits no error in passing the impugned order/direction to pay the

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

SEBI vide its Circular dated 22nd October, 2019 {[2019]153 CLA (St.) 13} has prescribed a framework for listing of commercial papers at stock exchanges for increasing the investor participation. This article aims to abreast the companies and the investors of the process of issuing commercial papers, as also the process for listing of commercial papers at stock exchanges.

In order to fund environmentally sustainable of projects, various instruments such as Green Bonds or commonly called Green Debt Securities, Green Banks and other similar kind of financial instruments have been issued. This article discusses all about Green Debt Securities.

In this article, the author questions justification of SEBI Circular dated 3rd November, 2021 {[2021] 165 CLA (St.) 59} making it mandatory for the holders of physical securities to furnish PAN, KYC details and nomination as a measure of protection of the investors in securities market. Further, he believes that para 5 of the Circular which allows freezing of folios without PAN, KYC details and nomination, would have serious consequences for the security holders. He suggests that it should be

In this article, the author has studied the definition/scope of a small company along with its advantages/relaxations and hardships. The author has made certain suggestions to make the concept of small company wider and more meaningful.

In this article, the author has dealt with relevance or otherwise of the provisions relating to payment of managerial remuneration to the directors in view of openness of economy, competitiveness in trade and industry, professionalism in management and high standards of payment of remuneration world over.

This article is intended to give a bird’s eye view of digital transformation in the field of corporate law and e-corporate governance.

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

General meetings – Which court is competent to issue injunction order in relation thereto – Only the High Court or other courts referred to clause (27) of section 2 are competent to issue any order which can be executed in relation to the company and no other courts have jurisdiction to issue injunction order.

Related party transactions – Non-approval of resolution in general meeting of a listed company – Does it vitiate the earlier adoption of annual financial statements ? – This being a procedural resolution and any non-approval thereof will not vitiate the related party transactions and make them void.

Promoter – Resolution on his appointment as non-executive director – Can he vote on resolution therefor – Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 would not come in the way of the appointee voting on the resolution on his appointment as a non-executive director.

Rectification of register of members – Can share transfer agent apply therefor under section 59 – If the requisite powers have been delegated to share transfer agent by the Board of directors, he would be competent to apply for rectification of register of members for in such a event he would be acting as an agent of the company.

Insolvency resolution process – Application by financial creditor - Can financial creditor, who has given interest free loan to corporate debtor, file application under section 7 on default of payment of loan ? – Yes, financial creditor can initiate process of insolvency resolution.

Insolvency resolution plan – Person not eligible to submit – Can he submit a scheme of arrangement in respect of a corporate debtor ordered to be wound up – Even though there is no express provision to selling the undertaking to a person who is not competent to be a resolution applicant, keeping in mind the objective of the Code and the provisions of section 29A the undertaking of the corporate debtor cannot be sold to a person who is