Limited Insolvency Examination w.e.f 1st March 2022 Press Release No. IBBI/PR/2021/33 dated 30th November 2021issued by IBBI The Insolvency and Bankruptcy Board of India hereby publishes the syllabus and details of the Limited Insolvency Examination (Examination) under regulation 3 (3) of the Insolvency and Bankruptcy Board of India (Insolvency Professionals) Regulations, 2016 for the examination to be conducted from 1st March 2022. I. Syllabus for Examination No. Subject/Topics Weight (%) 1 The Insolvency and Bankruptcy Code, 2016 (Code) 04 2 All Rules, Regulations and Circulars notified under the Code 06 3 Business Laws: (i) The

Consultation Paper on Review of provisions related to Preferential Issues Guidelines under Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations) Dated 26th November issued by SEBI 1. Objective: To solicit views on the proposal to review certain provisions related to Preferential Issue Guidelines as recommended by the Primary Market Advisory Committee (PMAC) of SEBI. 2. Background 2.1. SEBI has been receiving several suggestions and representations from market participants on review of various issues pertaining to the preferential issue

Norms for Silver Exchange Traded Funds (Silver ETFs) and Gold Exchange Traded Funds (Gold ETFs) SEBI/HO/IMD/DF2/CIR/P/2021/668 dated 24th November 2021issued by Sebi A. In order to have regulatory mechanism for Silver Exchange Traded Funds (Silver ETFs), amendments to SEBI (Mutual Funds) Regulations, 1996 (hereinafter called as “MF Regulations”) have been notified vide Gazette notification no. SEBI/LADNRO/ GN/2021/56 dated November 9, 2021. These amendments to MF Regulations shall come into force on 30th day from the date of their publication in the Official

Filing of list of creditors under clause (ca) of sub-regulation (2) of regulation 13 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 Circular No. IBBI/CIRP/47/2021 dated 24th November 2021issued by IBBI In pursuance of clause (ca) of sub-regulation (2) of regulation 13 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (‘CIRP Regulations’) requiring the insolvency professional (IP) to file list of creditors on the electronic platform of the Board for dissemination on its website, the Board

Filing of list of stakeholders under clause (d) of sub-regulation (5) of regulation 31 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 Circular No. IBBI/LIQ/46/2021 dated 24th November 2021issued by IBBI In pursuance of clause (d) of sub-regulation (5) of regulation 31 of the IBBI (Liquidation Process) Regulations, 2016 (‘Liquidation Process Regulations’) requiring the liquidator to file list of stakeholders on the electronic platform of the Board for dissemination on its website, the Board had issued the Circular

  Invitation of comments from public on Cross-Border Insolvency under Insolvency and Bankruptcy Code, 2016 Notice File No. 30/27/2018-Insolvency Sectiondated 24th November 2021issued by MCA ‘Cross-border insolvency’ denotes circumstances in which an insolvent debtor has assets and/or creditors in more than one country. With the rapid increase in globalisation and the advent of sophisticated communications technology, cross-border trade and investment has increased the dependence of national economies on each other. The impact of business failure in such a globalised market economy often spans

Segregation and Monitoring of Collateral at Client Level - Extension of timeline SEBI/HO/MRD2/DCAP/P/CIR/2021/667 dated 23rd November 2021issued by SEBI 1. SEBI, vide circular no. SEBI/HO/MRD2_DCAP/CIR/2021/0598 dated July 20, 2021 issued certain provisions in the subject matter. The para 50 of the said circular reads as under: " The provisions of Paragraphs 4 and 5 of this circular shall come into force with effect from October 01, 2021, and other provisions of

  Non-compliance with certain provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) SEBI/HO/CFD/DIL1/P/CIR/2021/0660 dated 23rd November 2021issued by SEBI 1. SEBI issued a Circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2019/94 dated August 19, 2019, specifying the fines to be imposed by the Stock Exchanges for non-compliance with certain provisions of SEBI (ICDR) Regulations, 2018. 2. In partial modification of August 19, 2019 circular, para 9A is inserted after para 9: “9A. The Stock Exchanges

  Disclosure obligations of listed entities in relation to Related Party Transactions SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated 22nd November 2021issued by SEBI 1. Vide notification dated November 9, 2021, Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘LODR Regulations’) was amended, inter-alia, mandating listed entities that have listed specified securities to submit to the stock exchanges disclosure of Related Party Transactions (RPTs) in the format specified by the Board from time to time. 2. Further, it has been decided to prescribe the information

Schemes of arrangement by listed entities SEBI/HO/CFD/DIL2/CIR/P/2021/0000000659 dated 18th November 2021issued by SEBI 1. SEBI vide Circular No. SEBI/HO/CFD/DIL2/CIR/0/2021 dated 16th November, 2021 notified changes to the Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated 22nd December, 2020. 2. In this regard, an addendum to the aforesaid Circular dated 16th November, 2021 is placed at Annexure 1. 3. Applicability of this Circular: This Circular shall be applicable for all the schemes filed with the stock exchanges from the date

  Securities and Exchange Board of India (Intermediaries) (Third Amendment) Regulations, 2021 No. SEBI/LAD-NRO/GN/2021/59 dated 17th November 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 (Intermediaries) Regulations, 2008, namely: – 1. These regulations may be called the Securities and Exchange Board of India (Intermediaries) (Third Amendment) Regulations, 2021. 2. They shall

Framework for Regulatory Sandbox SEBI/HO/MIRSD/MIRSD_IT/P/CIR/2021/0000000658 dated 16th November 2021issued by SEBI 1. SEBI vide circular no. SEBI/HO/ITD/ITD/CIR/P/2021/575 dated June 14, 2021 on Revised Framework for Regulatory Sandbox provided the updated guidelines pertaining to the functioning of the Regulatory Sandbox at Annexure A-Standard Operating Procedure - Regulatory Sandbox. 2. Para 6 of Annexure A to the aforementioned circular dated June 14, 2021 is modified as under: APPLICATION AND APPROVAL PROCESS: The applicant shall ensure that the specified eligibility criteria are satisfied while submitting the

Clarification regarding requirement of seeking No Objection Certificate or No Dues Certificate from the Income Tax Department during Voluntary Liquidation Process under the Insolvency and Bankruptcy Code, 2016 Circular No. IBBI/LIQ/45/2021 dated 15th November 2021issued by IBBI Regulation 14 of the IBBI (Voluntary Liquidation Process) Regulations, 2017 (the Regulations) mandates the liquidator to make the public announcement within five days of his appointment, calling for submission of claims by stakeholders within thirty days from

Corrigendum to notification No. GSR 785(E), dated 9th November, 2021 G.S.R. 791(E) dated 12th November 2021issued by MCA In the notification of the Government of India in the Ministry of Corporate Affairs number G.S.R. 785(E), dated the 09th November, 2021, published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), dated the 09th November, 2021, at page 9, in the English version, in line 9, for “sub-rule (7)”, read “sub-rule (2)”. © All rights reserved with Jus Scriptum.

Securities and Exchange Board of India (Mutual Funds) (Third Amendment) Regulations, 2021 SEBI/LAD-NRO/GN/2021/56 dated 9th November 2021issued by SEBI In exercise of the powers conferred by section 30 read with clause (c) of sub-section (2) of section 11 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, namely– 1. These Regulations may be called the Securities and Exchange

Securities and Exchange Board of India (Alternative Investment Funds) (Fifth Amendment) Regulations, 2021 SEBI/LAD-NRO/GN/2021/57 dated 9th November 2021issued 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 (Alternative Investment Funds) Regulations, 2012, namely– 1. These Regulations may be called the Securities

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021 SEBI/LAD-NRO/GN/2021/55 dated 9th November 2021issued by SEBI In exercise of the powers conferred by section 11, sub-section (2) of section 11A and section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with section 31 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of

Write-off of debt securities held by FPIs who intend to surrender their registration SEBI/ HO/ FPI&C/ P/ CIR/ 2021/ 656 dated 8th November 2021issued by SEBI 1. SEBI, vide circular number IMD/FPI&C/CIR/P/2019/124 dated November 05, 2019, read with circular number SEBI/HO/IMD/FPI&C/CIR/P/2020/177 dated September 21, 2020, has permitted FPIs who wish to surrender their registration to write-off all shares in their beneficiary account which they are unable to sell for any reason. 2. In view of the requests received from various stake holders,

Investment by Foreign Portfolio Investors (FPIs) in Debt - Review A.P. (DIR Series) Circular No. 16 dated 8th November 2021 issued by NCLT Attention of Authorised Dealer Category-I (AD Category-I) banks is invited to Schedule 1 to the Foreign Exchange Management (Debt Instruments) Regulations, 2019 notified vide Notification No. FEMA.396/2019-RB dated October 17, 2019, as amended from time to time and the relevant Directions issued thereunder. 2. A reference is also invited to the following Directions issued by the Reserve Bank: a. A.P. (DIR

Common and Simplified Norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 3rd November 2021issued by SEBI 1. As an on-going measure to enhance the ease of doing business for investors in the securities market, the following norms, with respect to the captioned matter, shall be applicable; 1.1. Common and simplified norms for processing any service request from the holder, pertaining to the captioned items, by the RTAs 1.2. Electronic interface for processing

The challenge to the jurisdiction of the Tribunal has to be raised before the Tribunal itself. The Act, being a complete code, the statutory mechanism under it cannot be bypassed It is a settled law the challenge to the jurisdiction of the NCLT ought to have been raised before the NCLT itself. Once the proceedings have been initiated before the NCLT and if the NCLT is seized with the company petition, all contentions including power of the respondent to initiate such

Once the requirements of the Code have been fulfilled, the Adjudicating Authority and the Appellate Tribunal are duty bound by the discipline of the statutory provisions. Neither the Adjudicating Authority nor the Appellate Tribunal have an uncharted jurisdiction in equity. The jurisdiction arises within and as a product of a statutory frame work The jurisdiction, which has been conferred upon the Adjudicating Authority in regard to the approval of a resolution plan, is statutorily structured by sub-section (1) of section 31.

The definition of ‘financial debt’ in clause (8) of section 5 does not expressly exclude an interest free loan. The expression ‘financial debt’ would have to be construed to include interest free loans advanced to finance the business operations of a body corporate The NCLT and NCLAT overlooked the words ‘if any’ , occurring in definition of the ‘financial debt’ in clause (8) of section 5, which could not have been intended to be otiose. ‘Financial debt’ means outstanding principal due

span>Section 34 cannot be held to include within it a power to modify an arbitral award The power of the court under section 34 to set aside an arbitral award would not include the power to modify such an award. Judgment of the Madras High Court laying down as a matter of law that, at least insofar as arbitral awards made under the National Highways Act, 1956, section 34 must be read as to permit modification of an arbitral award made

Notification SO 4126(E) dated 15th November, 2019 appointing 1st December, 2019 as the date on which the provisions of the Code, as they relate to personal guarantors to corporate debtors, shall come into force, is not ultra vires and is valid as it has been issued with the power granted by Parliament The impugned notification is not an instance of legislative exercise, or amounting to impermissible and selective application of provisions of the Code. There is no compulsion in the Code

Process of consideration and approval of resolution plan is essentially a matter of commercial wisdom of committee of creditors, and there is a limited scope of judicial review of resolution plan within four corners of statutory provisions in sub-section (2) of section 30 read with sub-section (3) of section 61 It is now beyond a shadow of doubt that the process of consideration and approval of resolution plan is essentially that of the commercial wisdom of the committee of creditors

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

Where the Company Judge as well as the Division Bench have found that the defence of the appellant-company was bona fide, in good faith and of substance, the company court will not wind up the appellant-company It is well settled that if the debt is bona fide disputed and the defence is a substantial one, the court will not wind up the company. It is equally well settled that where the debt is undisputed, the court will not act upon a

Financial creditor can file application under section 7 on occurrence of default and restrictions stipulated in three provisos to section 7 are not applicable in this case A financial creditor either by itself or jointly with other financial creditors, as may be notified by the Government, file an application for initiation of the insolvency resolution process against a corporate debtor before the Adjudicating Authority, when a default has occurred. The trigger point for an application under section 7 is the occurrence

Action under section 7 could be legitimately invoked even against a corporate guarantor being a corporate debtor In law, the status of the guarantor, who is a corporate person, metamorphoses into corporate debtor, the moment principal borrower (regardless of not being a corporate person) commits default in payment of debt which had become due and payable. Thus, action under section 7 could be legitimately invoked even against a (corporate) guarantor being a corporate debtor. The definition of ‘corporate guarantor’ in clause

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

It is only where the winding up proceedings have reached a stage where it would be irreversible, making it impossible to set the clock back that the Company Court must proceed with the winding up, instead of transferring the proceedings to the NCLT In a winding up proceeding where the petition has not been served in terms of rule 26 of the Companies (Court) Rules, 1959 at a pre-admission stage, given the beneficial result of the application of the Code, such

It cannot be contended that the informant has no locus standi to maintain action qua the contravention of section 3 merely because reference to receipt of any information from any person in clause (a) of sub-section (1) of section 19 has to be construed as reference to a person who has suffered invasion of his legal rights In terms of amendment made by the Competition (Amendment) Act, 2017 in sub-clause (a) of sub-section (1) of section 19 substituting expression ‘receipt of

Presumption raised that the holder of cheque received it for discharge of liability has to be rebutted by the accused by adducing facts, which must be proved, on a preponderance of probability, for acquittal of accused Proceedings under section 138 are quasi criminal in nature, and the principles which apply to acquittal in other criminal cases are not applicable in the cases instituted under the Act. Under section 139, a presumption is raised that the holder of the cheque received the

The petitioner would be entitled to extension of the period during which it was bona fidely prosecuting a remedy before the High Court with due diligence Where it was apparently clear that the petitioner was bona fide prosecuting his appeal/writ petition before the High Court that too with due diligence, he would be entitled to exclude the period during which he was prosecuting the remedy. Applying the principles underlying section 14 of the Limitation Act, the period during which the petitioner

When the corporate debtor is undergoing liquidation under the auspices of the Code, the prohibition in section 29A and 35 must also attach to the scheme for compromise or arrangement in terms of section 230 of the Companies Act, 2013 The prohibition placed in section 29A and clause (f) of section (1) of section 35 must also attach itself to a scheme of compromise or arrangement under section 230 of the Companies Act, 2013 when the corporate debtor is undergoing

Without specific allegation against nominee director, he cannot be summoned in a complaint case Where nominee director of the company without any specific allegation against him in a complaint or investigation report is summoned for failure to keep books of account and financial statements, the order summoning the said nominee director is to be set aside. Companies Act, 2013 – Sections 127, 128, 447 and 448 – Offences and prosecution – Failure to keep books of account and financial statements

Approval of resolution plan being a business decision of committee of creditors taken on their commercial wisdom with requisite majority is not justiciable Approval of resolution plan is a business decision taken by the committee of creditors with requisite majority based on their commercial wisdom and the same is not justiciable. Insolvency and Bankruptcy Code, 2016 – Sections 30 and 31 – Resolution plan – Approval of – Appeal by suspended Board of directors assailing order of Adjudicating Authority approving resolution

This article analyses the proposed amendments to the Companies Act, 2013 relating to related party and procedural or approval process in related party transactions.

This article is intended to delve into the present scenario of challenges that are being faced by the registered valuers in getting the valuation assignments and lists out suggestive measures to overcome these challenges.

In a recent judgment, the Supreme Court in the case of “Project Director, NHAI v. M. Hakeem [2021] 164 CLA 173 (‘Hakeem’) ; settled one of the most perplexed questions as to whether the power to set aside an arbitral award under section 34, Arbitration and Conciliation Act, 1996 includes the power to modify such award and ruled that power to set aside an arbitral award does not include the power to modify it. In this article, the author make

This article is intended to provide insight into the social stock exchanges proposed to be set up pursuant to the Union Budget for the financial year 2019-20.

This article is intended to provide a review of amendments made in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to independent directors.

In Part II of a 2 Part series, the author sheds light on the arbitrary sections in the Insolvency and Bankruptcy Code, 2016 (‘the Code’) and highlights how they unjustly hamper the rights and remedies provided to operational creditors. It also analyses how there is an anomaly in the Code which has the potential to cause logistical inefficacies to attain the very objectives of the Code, i.e., the expedited recovery of the corporate debtor. This article also aims to explore

This article is intended to provide an overview of evolution of core investment companies as a regulated business.

In a two part series, in Part I, the author has discussed and analysed the role of third party financial creditors, the rights accorded to them under the Insolvency and Bankruptcy Code, 2016 (‘the Code’). It also highlights the arbitrary and incongruent sections in the Code, criticises the inadequate scope of protection available to the third party creditors in insolvency proceedings and suggests measures to address these issues.

In this article, the author has focused on the applicability and enforceability of emergency arbitration in India vis-`a-vis Amazon-FRL dispute and also has dealt with the law related emergency arbitration in different jurisdictions. Post discussing the judgment passed in the instant dispute, the author has drawn an analysis with respect to the same.

The author blows his whistle on the recent amendments dated 5th May, 2021 in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as none of these amendments was urgently required to have issued during the period of this national calamity of Covid-19 and also the nature/quality of the amendments is dismal. The amendments are devoid of any value addition to the corporate governance, apart from causing hardships.

This article is intended to give a bird’s eye view of amendments introduced by the Company (Corporate Social Responsibility) (Amendment) Rules, 2021.

Change is the law of nature. It signifies flexibility, development, progress, vision, uplift, dynamism, pace and mindfulness. Yet, too frequent, too many and back-to-back changes indicate lack of foresight, knowledge, administrative acumen, preparedness, discipline and displays whims, chaos, overlapping, uneasiness, haphazardness, hurriedness and uncertainty. In this article, the author highlights what is happening with respect to the seven year old Companies Act, 2013.

This article is intended to give an insight into the pre-packaged insolvency resolution process (PPIRP)/corporate insolvency resolution process (CIRP) and international perspective, checks and balances during the PPIRP.

In this article, the author makes an attempt to examine the question as to whether various Regulations framed by the Securities and Exchange Board of India are binding on investors.

Ministry of Corporate Affairs has amended Schedule V appended to the Companies Act, 2013 with effect from 18th March, 2021. The main objective of the amendment is to provide for payment of minimum remuneration to non-executive directors, particularly to independent directors. This article seeks to examine as to how this objective would be achieved.

In this brief note, the author presents highlights of the judgment of the Supreme Court in the case of Tata Consultancy Services Ltd. v. Cyrus Investments (P.) Ltd.

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.

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.

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.

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

Complaint – Timelines for admission set out in sub-section (2) of section 38 – Are they mandatory – The timelines for the opposite party to give his version is mandatory and not directory

Directors – Nominated by promoters – Can they be said to have significant influence over decision of the Board – No decision of the Board could be taken without the expressed or implied consent of at least one of the nominees. Therefore, such nominee will be deemed to have significant influence in decision making.

Subsidiary company – Status vis-a-vis its holding company – In view of the independent existence of the subsidiary, the holding company could because of membership, enjoy the benefits of the subsidiary through dividends declared by it. At the same time the holding company is not responsible or answerable to the actions and losses of the subsidiary.

Employees/director – Property given in course of employment – Can it be given back on cessation of employment even before conclusion of trial – Restoration of possession need not be ordered only on conclusion of trial – An order can be passed during the pendency of proceedings.

Director index number – Once allotted – Can it deactivated for during lifetime of the allottee – Deactivation of DIN is permitted for non-filing of the form contemplated in rule 12A and not for any other purpose including the vacation of office of a director as stipulated in clause (a) of sub-section (1) of section 167.

Nominee director – Can he be prosecuted for offences of the company – Nominee directors would be entitled to protection from prosecution under the provisions of the statute constituting the banks or under sub-section (12) section 149 of the Companies Act, 2013, as the case may be. But such protection would be available only if they had acted diligently and the acts resulting in prosecution had not been done with their consent or connivance.

NCLT – Inherent power to waive fees payable for filing documents – The NCLT cannot pass any order for waiver of fees or additional fees under the various provisions of the Act.

Classification of creditors – Can it be changed by resolution professional – Section 28 of the Code does not permit resolution professional to change the classification of creditors. He has to approach the NCLT for changing classification.

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