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Competition Act, 2002-Dominant position -Magnolia Flat Owners Association v. DLF Universal Ltd. and others [ [2012] 108 CLA 85 (CCI)]

Where a company of builders along with its subsidiaries is dominant in the relevant market in the context of section 4 read with sub-section (4) of section 19, and
Companies Act, 1956-Amalgamation -Castron Technologies Ltd. and another v. Castron Mining Ltd. [ [2012] 108 CLA 107 (Cal.)]

An order of the court sanctioning a scheme is binding on all concerned and in particular where the scheme makes provision for transfer of a mining lease by applicant-company to
Competition Act, 2002-Dominant position -R V Ramgopal v. Shri Ram Transport Finance Co. Ltd. [ [2012] 108 CLA 77 (CCI)]

Since a member of entities both in public and private sector were providing finances for commercial vehicles throughout the country, it could not be concluded that the opposite party enjoyed
Companies Act, 1956-Transfer of Shares -Perennial Trading (P.) Ltd. v. Pankaj Extrusions Ltd. and others [ [2012] 108 CLA 73 (CLB)]

The share transfers must be done in accordance with law and with mutual consent and accepted procedure. The shares have to be transferred only when applied as envisaged under section
Companies Act, 1956-Winding Up (2010 onwards) -Official Liquidator, In re. [ [2012] 108 CLA 70 (Gau.)]

Where on the basis of statement of affairs filed by the directors of a company in liquidation under section 454, the official liquidator informs the High Court that the company
Companies Act, 1956-Amalgamation -Noble Enclave & Towers (P.) Ltd. and Others, In re. [ [2012] 108 CLA 61 (Cal.)]

Where the implication of a clause in the proposed scheme of compromise and arrangement/amalgamation would be that if the first transferor-company has an outstanding resolution under clause (d) of sub-section
Companies Act, 1956-Appeal against Order of Company Law Board -D Victor Samuel v. PretechpLast (P.) Ltd. and others [ [2012] 108 CLA 25 (Kar.)]

It is well settled that the court in appeal would be slow to interfere with the discretion exercised by the Company Law Board (‘Board’) while granting or rejecting the interim
Companies Act, 1956-Rectification of Share Register -Krithika Mullengada Magar And Another v. Wipro Ltd [ [2012] 108 CLA 28 (Kar.)]

The Company Law Board (‘Board’) is in error in opining that sections 5 and 14 of the Limitation Act, 1963 are not applicable to the petition filed before the Board
Companies Act, 1956-Information/explanation -Jiyuan Li v. Registrar of Companies [ [2012] 108 CLA 21 (Del.)]

The receipt of the statutory order under section 234 is a sine qua non for alleging non-compliance of the order of the Registrar. Thus, where the statutory orders issued under
Companies Act, 1956-Appeal against Order of Company Law Board -Ketan V Parekh v. Special Director, Directorate of Enforcement and another Kartik K Parekh v. Special Director, Directorate of Enforcement and another Panther Fincap & Management Services Ltd. v. Special Director, Directorate of Enforcement and another [ [2012] 108 CLA 1 (SC)]

Benefit of section 14 of the Limitation Act for exclusion of period spent in wrong forum, High Court not having jurisdiction, cannot be allowed when application, seeking condonation of delay
Companies Act, 1956-Charges -Balaji Oil Industries (P.) Ltd. v. Bhadravati Balaji Oil Palms Ltd. and others [ [2012] 107 CLA 589 (CLB)]

The Company Law Board (‘Board’) is not empowered to go into the validity of a charge and the satisfaction of the same under section 141. The Board can neither direct
Companies Act, 1956-Rectification of Share Register -Pankaj Chimanbhai Patel v. Karnavati Club Ltd. [ [2012] 107 CLA 597 (CLB)]

Membership of a club is a civil right of a person and cessation of right of membership would at best give rise to a common law suit, i.e., by way
Securities and Exchange Board of India Act / Regulations-Offences and Prosecution -Suresh Batra and others v. Securities and Exchange Board of India [ [2012] 107 CLA 602 (Del.)]

Where the petitioners are only shareholders in the company and are neither promoters nor directors in charge of and responsible for the company’s day-to-day working and there is no specific
Companies Act, 1956-Defunct Company -Siddhant Garg AND another v. Registrar of Companies and others [ [2012] 107 CLA 506 (Del.)]

Court on an application of company or shareholder or creditor can restore the company to its original status provided it is carrying on business or it is ‘just’ to do
Companies Act, 1956-Reduction of Share Capital -Chander Bhan Gandhi v. Reckitt Benckiser (India) Ltd. [ [2012] 107 CLA 511 (Del.)]

Where a company, reducing its share capital by cancelling and extinguishing some equity shares held by its subsidiary and some shares held by the public, passes the requisite resolution approving
Companies Act, 1956-Board Meeting -Naina D Kamani v. Janson Engineering & Trading (P.) Ltd. and others [ [2012] 107 CLA 516 (Bom.)]

Where the quorum at the Board meeting was three permanent directors under articles of association of the company and the powers of the Board were to be exercised by unanimous
Companies Act, 1956-Winding Up - Inability to Pay Debts -Areva T&D India Ltd. v. Bheema Cements Ltd. [ [2012] 107 CLA 529 (AP)]

It is well settled that the power to order winding up of a company is conferred on the company court. Therefore, an arbitrator, notwithstanding any agreement between the parties, would
Companies Act, 1956-Oppression -Aarti Sponge & Power Ltd. v. Bimal Kumar [ [2012] 107 CLA 538 (Chh.)]

Where, as per the consent passed by the Chairman, Company Law Board (‘Board’), the whole dispute and subject-matter involved in the company petition under section 397/398 was required to be
Companies Act, 1956-Oppression - Mismanagement -Telenor Asia (P.) Ltd. v. Unitech Wireless (Tamil Nadu) (P.) Ltd. And others [ [2012] 107 CLA 547 (CLB)]

Whether the share subscription agreement and shareholders’ agreement are vitiated by fraud are complicated questions of law and fact, and the same ought not to be tried by the Company
Companies Act, 1956-Oppression - Mismanagement -Subramani and others v. Superstar Polymers (P.) Ltd. and others [ [2012] 107 CLA 571 (CLB)]

Where the petitioners, desiring a large number of reliefs, fail to make out any case of oppression/mismanagement on the basis of the finding of the Company Law Board (‘Board’),

Clarification on conversion of Exchange Earner’s Foreign Currency (EEFC) Account [ A.P. (DIR Series) Circular No. 128][16th May , 2012]

EEFC account – Clarification on conversion into rupee account - Conversion of the EEFC balances into rupee balances will only be applicable to available balances in the EEFC account which
Review of Regulatory Compliance and Periodic Reporting for Merchant Bankers [ CIR/MIRSD/6/2012][14th May , 2012]

Merchant bankers – Review of reporting format - The revised format includes the status of regulatory compliance and investor grievances redressal. Accordingly, with effect from half year ended March 31,
Foreign investment in NBFC Sector under the Foreign Direct Investment (FDI) Scheme - Clarification on “operating leases” [ A.P. (DIR Series) Circular No. 127][15th May , 2012]

Foreign Direct Investment – NBFC sector - Clarification on operating leases - The activity ‘leasing and finance’, which is one among the eighteen NBFC activities wherein FDI up to 100
Guidelines on Implementation of Basel III Capital Regulations in India [ DBOD.No.BP.BC.98 /21.06.201/2011-12][2nd May , 2012]

Basel III Capital regulations – Guidelines - The guidelines would become effective from January 1, 2013 in a phased manner. The Basel III capital ratios will be fully implemented as
Credit rating of fixed deposits by Brickwork Ratings Pvt Ltd [ DNBS.PD. CC No.272 /03.10.01 /2011-12][11th May , 2012]

Fixed Deposits -– Credit rating - NBFCs may use the ratings of the Brickwork Ratings India Pvt. Ltd. (Brickwork) for the purpose of rating the Fixed Deposit
Guidelines for clearing of cheques where there is no formal clearing house [ DPSS.CO.CHD No. / 2073 / 03.02.01 / 2011-12][11th May , 2012]

Guidelines for clearing of cheques where there is no formal clearing house DPSS.CO.CHD No. / 2073 / 03.02.01 / 2011-12, dated, 11th May , 2012, issued by Reserve Bank of India As you
Filing of Cost Audit Report (Form-I) and Compliance Report (Form-A) in the eXtensible Business Reporting L.anguage (XBRL) mode. [ General Circular No. 8/2012][10th May , 2012]

Cost audit – Filing - All cost auditors and companies, to file Cost Audit Reports (Form-I) and Compliance Reports (Form-A), with the Central Government after 30th June, 2012 in the
Core Investment Companies (Reserve Bank) Directions, 2011 - Clarification on CICs Issuing Guarantees [ DNBS.PD.CC.No.274 /03.02.089/2011-12][11th May , 2012]

Core Investment Companies (Reserve Bank) Directions, 2011 - Clarification on CICs Issuing Guarantees DNBS.PD.CC.No.274 /03.02.089/2011-12, dated, 11th May , 2012, issued by Reserve Bank of India In terms of the Core Investment Companies
Infrastructure Finance Companies may use credit rating from Brickwork Ratings India Pvt. Ltd. (Brickwork) [ DNBS.PD. CC No. 273 /03.10.01 /2011-12][11th May , 2012]

Infrastructure finance companies – Credit rating - NBFCs may use the ratings of Brickwork Ratings India Pvt. Ltd. (Brickwork) in addition to the existing four domestic credit rating agencies.
Review of Service Charges for Cheque Collection on both Outstation and Speed Clearing [ DPSS.CO.CHD.No. /2080 / 03.01.03 / 2011-12][11th May , 2012]

Collection charges – cheques- Fixing the service charges on a cost-plus basis and not on the basis of an arbitrary percentage to the value of the instrument
Exchange Earner's Foreign Currency (EEFC) Account [ A. P. (DIR Series) Circular No. 124][10th May , 2012]

EEFC account - Earlier all foreign exchange earners were permitted to retain 100% of their forex earnings in EEFC account with any AD in India. Now 50% of the balances
RBI allows NRIs to transfer funds from Non-Resident Ordinary (NRO) account to Non-Resident External (NRE) Account [ A. P. (DIR Series) Circular No.117][7th May , 2012]

NRIs /PIO – Transfer of funds – NRIs shall be eligible to transfer funds from NRO account to NRE account within the overall ceiling of USD one million per financial
Revisions to the Guidelines on Securitisation Transactions [ DBOD.No.BP.BC-103/21.04.177/2011-12][7th May , 2012]

Securitization –Guidelines on securitization issued - The guidelines are organised in three Sections. Section A contains the provisions relating to securitisation of assets. Section B contains stipulations regarding transfer of
Foreign investment in Commodity Exchanges and NBFC Sector - Amendment to the Foreign Direct Investment (FDI) Scheme [ A. P. (DIR Series) Circular No.121][8th May , 2012]

Foreign investment – Review of policy in commodity exchange - Prior approval of the Government (FIPB) would be required only for FDI component and Government approval would not be required
Release of Foreign Exchange for Miscellaneous Remittances [ A. P. (DIR Series) Circular No.118][7th May , 2012]

Foreign exchange remittance – Liberalization - The limit for foreign exchange remittance for miscellaneous purposes without documentation formalities, has been raised from USD 5000 to USD 25000 with immediate effect.
RBI ask companies to give details of ECB fund utilization for rupee expenditure [ A. P. (DIR Series) Circular No.119][7th May , 2012]

ECB - Companies to give details of ECB fund utilization- At the time of availing Loan Registration Number (LRN) from the Reserve Bank, borrowers should provide bifurcation of the utilization
Issue of equity shares under the FDI scheme allowed under the Government route [ A. P. (DIR Series) Circular No.120][8th May , 2012]

FDI – Issue of equity shares – Earlier issue of equity shares under government route was allowed by conversion of import of capital goods / machineries equipments (including second-hand machineries).
Interest Rates on FCNR(B) Deposits revised [ DBOD.Dir.BC. 102 /13.03.00/2011-12][4th May, 2012]

Interest Rates on FCNR(B) Deposits revised DBOD.Dir.BC. 102 /13.03.00/2011-12, dated, 4th May , 2012, issued by Reserve Bank of India Please refer to paragraph 2 of our circular No.DBOD.Dir.BC.59/13.03.00/2011-12 dated November 23, 2011 on
Filing Offer Documents under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 [ CIR/CFD/DIL/5/2012][3rd May, 2012]

Draft offer document – Filing with SEBI - Name and address of the office of the Board specified where draft offer document / offer document is required to be filed
Name availability Guidelines 2011 modified [ General Circular No. 7/2012][25th April 2012]

Name availability Guidelines – Modifications – Name approval application in case of single word shall not be processed in STP Mode . However where there is exact match of any

Amendment to Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 [ Notification No. DNBS.(PD) 244 / CGM(US)-2012][11th May, 2012]

Amendment to Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 Notification No. DNBS.(PD) 244 / CGM(US)-2012, dated, 11th May, 2011, issued by Reserve Bank of India The
Companies (Central Government's) General Rules and Forms (Amendment) Rules, 2012 - Substitution of Forms 23C and 23D [ Notification No. G.S.R. 313(E),][24th April, 2012]

Companies (Central Government's) General Rules and Forms (Amendment) Rules, 2012 - Substitution of Forms 23C and 23D Notification No. G.S.R. 313(E), dated, 24th April, 2012, issued by Ministry of Corporate Affairs In
Amendment to Non-Banking Financial Companies Acceptance of Public Deposits ( Reserve Bank) Directions, 1998 [ Notification No. DNBS.(PD)243 / CGM(US)-2012][11th May , 2012]

Amendment to Non-Banking Financial Companies Acceptance of Public Deposits ( Reserve Bank) Directions, 1998 Notification No. DNBS.(PD)243 / CGM(US)-2012, dated, 11th May , 2012, issued by Reserve Bank of India The Reserve
Core Investment Companies (Reserve Bank) Directions 2011 [ Notification No.DNBS (PD).245 / CGM(US)-2012][11th May , 2012]

Core Investment Companies (Reserve Bank) Directions 2011 Notification No.DNBS (PD).245 / CGM(US)-2012, dated, 11th May , 2012, issued by Reserve Bank of India The Reserve Bank of India having considered it necessary
Schedule XIV of the Companies Act, 1956 amended in respect of intangible assets [ Notification [F. No.17/292/2011 CL-V]][17th April, 2012]

Schedule XIV –Rates of depreciation – A new category of intangible assets added
Constitution of the National Advisory Committee on Accounting Standards [ Notification [F. No.1 /5/2001-C L .V ]][11th April, 2012]

National advisory committee - On accounting standards- Constituted for a period up to the 28th February, 2013
Foreign Contribution (Regulation)( Amendment) Rules, 2012 - Amendment in rule 15, insertion of rule 6a and substitution of rule 24 [ Notification No. GSR 292(E)][12th April, 2012]

Foreign Contribution (Regulation)( Amendment) Rules, 2012 - Amendment in rule 15, insertion of rule 6a and substitution of rule 24 Notification No. GSR 292(E), dated 12th April, 2012 In exercise of
Transfer of shares - prescribed authority for purposes of section 108(1A)(a) [ Notification No. S.O. 733(E)][4th April 2012]

Transfer of shares - prescribed authority for purposes of section 108(1A)(a) Notification No. S.O. 733(E), dated 4th April 2012, issued by Ministry of Corporate Affairs In exercise of the powers conferred by sub-rule
Notified date from which provisions of sections 19, 20, 21 and 32 of Factoring Regulation Act, 2011 shall come into force [ Notification No.S.O. 711(E)][2nd April, 2012]

Notified date from which provisions of sections 19, 20, 21 and 32 of Factoring Regulation Act, 2011 shall come into force Notification No.S.O. 711(E), dated, 2nd April, 2012
Indian Government Accounting Standard (IGAS) 3 on loans and advances made by Governments [ Notification No. S.O. 268(E)][13th February, 2012]

Indian Government Accounting Standard (IGAS) 3 on loans and advances made by Governments Notification No. S.O. 268(E), dated, 13th February, 2012 (1) Whereas, the Government
The National Small Industries Corporation Limited (NSIC), notified as financial institution for limited purpose of disposing of their non performing financial assets through any securitization company [ Notification No.S.O. 367(e)][27th February, 2012]

The National Small Industries Corporation Limited (NSIC), notified as financial institution for limited purpose of disposing of their non performing financial assets through any securitization company Notification No.S.O.
Securities and Exchange Board of India(Merchant Bankers) (Amendment) Regulations, 2012. [ Notification No. LAD-NRO/GN/2011-12/40/7335][29th March, 2012]

Securities and Exchange Board of India(Merchant Bankers) (Amendment) Regulations, 2012. Notification No. LAD-NRO/GN/2011-12/40/7335, dated, 29th March, 2012, issued by Securities and Exchange Board of India
Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Amendment Regulations, 2012 - Amendment in regulations 5, 6, 9, 11, Schedule I and Schedule II [ Notification F.No.3-1/Amend/Comb. Regl./2012/CD/CCI][23rd February, 2012]

Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Amendment Regulations, 2012 - Amendment in regulations 5, 6, 9, 11, Schedule I and Schedule
Securities and Exchange Board of India (Mutual Funds) (Amendment) Regulations, 2012 [ Notification No. LAD-NRO/GN/2011-12/38/4290][21st February, 2012]

Securities and Exchange Board of India (Mutual Funds) (Amendment) Regulations, 2012 Notification No. LAD-NRO/GN/2011-12/38/4290 , dated , 21st February, 2012, issued by Securities and Exchange Board of India In exercise of
Securities and Exchange Board of India (Portfolio Managers) (Amendment) Regulations, 2012. - Minimum investment amount of clients for Portfolio management scheme enhanced to Rs 25 lakh from the earlier Rs 5 lakh. [ Notification No. LAD-NRO/GN/2011-12/37/3689][10th February, 2012]
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2012 – clauses 53 and 93 regarding “ restrictions on rights issue and bonus issue” altered [ Notification No. LAD-NRO/GN/2011-12/35/3186][7th February, 2012]
Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2012 [ Notification No. LAD-NRO/GN/2011-12/36/3187][7th February, 2012]
Chartered Accountants (Amendment) Act, 2011 - Notified date from which provisions of said Act shall come into force [ Notification No.S.O.190(E)][30th January, 2012]
Company Secretaries (Amendment) Act, 2011 - Notified date from which provisions of said Act shall come into force [ Notification No.S.O.192(E)][30th January, 2012]
Cost & Works Accountants (Amendment) Act, 2011 - Notified date from which provisions of said Act shall come into force [ Notification No.S.O.191(E)][30th January, 2012]

Recent amendments to Schedule xiii to the Companies Act, 1956 – Obnoxious drafting, absurd consequences [ Dr. K R Chandratre]

In this article, Dr. K R Chandratre, Practising Company Secretary, Past President, Institute of Company Secretaries of India, analyses recent amendments to paragraph (c) of Section II of Part II
Statutory requirements to procure project finance and types of securities in project finance [ Rukmani Seth]

In this article the author, delves into the statutory requirements that need to be adhered to for a company incorporated under the Companies Act, 1956 while seeking finance as well
Whistle-blowing and professional responsibilities [ Naresh Kumar]

In this article, Shri Naresh Kumar, Advocate, Business Laws & Visiting Professor, IIFT, New Delhi (e-mail nareshadvocate08@yahoo.com), discusses the policy, regulation and procedure of whistle-blowing and the role and responsibilities
Cost auditor appointment – Is your company required to appoint one ? [ Nivedita Shankar]

With the orders, circulars and rules recently issued by the Ministry of Corporate Affairs, the role of a practising cost accountant in the corporate sector has increased manifold. In this
Prosecution of directors and remedy under the Companies Act, 1956 [ Naresh Kumar]

As per the scheme of the Companies Act, 1956 substantial powers of management control over the affairs of the company vests with the managing director, whereas other whole-time directors, who
Sending annual reports of companies through e-mail- Green initiative [ ]

Sending annual reports of companies through e-mail- Green initiative MCA As you are already aware, as a part of green initiative, the Ministry of Corporate Affairs vide its circular number 18/2011
Section 14 of the Securitisation Act – The troublesome facilitator [ PRANAV S. ATIT#SHREYA MUKHERJEE]

Section 14 of the Securitisation Act – The troublesome facilitator [2012] 107 CLA (Mag.) 21 PRANAV S. ATIT & SHREYA MUKHERJEE Section 14 of the Securitisation
Appointment of arbitrators – Current legal position [ SALONI TANDON]

Appointment of arbitrators – Current legal position [2012] 107 CLA (Mag.) 17 SALONI TANDON Section 11, which provides for appointment of arbitrator, has been a bone
Exit options in equity investments in India – Recent issues on legality [ SOMA BAGARIA]

Exit options in equity investments in India – Recent issues on legality [2012] 107 CLA (Mag.) 11 SOMA BAGARIA It is common for an investor to secure
Enforceability of non-solicit, non-compete and non-disclosure clauses in light of restraint of trade doctrine [ ABHISHEK KUMAR#KARANDEEP MAKKAR]

Enforceability of non-solicit, non-compete and non-disclosure clauses in light of restraint of trade doctrine [2012] 107 CLA (Mag.) 1 ABHISHEK KUMAR • KARANDEEP MAKKAR In
Introduction of GAAR in India – Callous or indispensable [ ABHISHEK KUMAR • KARANDEEP MAKKAR]

In this article Abhishek Kumar and Karandeep Makkar, Students, Hidayaltullah National Law University, Raipur, have analysed the reasons behind introduction of General Anti-Avoidance Rules (‘GAAR’) in India and have in
Director’s DIN and consent – Are they really mandatory? [ LALIT KUMAR]

Under the Companies Act, 1956 certain conditions have to be satisfied before a person can be appointed as a director of a company ; for instance, a person should not
The corporate directors compliance oversight responsibility in the post caremark era [ H. Lowell Brown (Delaware Journal)]

The corporate directors compliance oversight responsibility in the post caremark era [2001] 26 Page 1 H. Lowell Brown (Delaware Journal) For corporations operating in regulated industries, compliance with the applicable laws is
The Biomaterials Access Assurance Act of 1998 and supplier liability : Who you gonna sue ? [ Anne Marie Murphy (Delaware Journal)]

The Biomaterials Access Assurance Act of 1998 and supplier liability : Who you gonna sue ? [2000] 25 Page 715 Anne Marie Murphy (Delaware Journal) The DuPont Company spent $26 million litigating
The mother of all path dependencies toward a cross cultural theory of corporate governance systems [ Amir N. Licht (Delaware Journal)]

The mother of all path dependencies toward a cross cultural theory of corporate governance systems [2001] 26 Page 147 Amir N. Licht (Delaware Journal) The goal of this article is threefold. First, it
Listed company’s duty as to disclosure of price sensitive information under Prohibition of Insider Trading Regulations [ DR. K R CHANDRATRE]

In this article, Dr. K R Chandratre, Practising Company Secretary, Past President, Institute of Company Secretaries of India, gives a bird’s eye view of law relating to disclosure of price
Regulating dual listings in a financial market – A future perspective [ PURUSHOTTAM ANAND#PREETI CHATURVEDI]

Dual listing enables two companies, incorporated in different countries, to operate their business as if they were a single enterprise while retaining their separate legal identity and existing stock exchanges
Meaning of ‘encumbrance’ under the Takeover Code [ VINOD KOTHARI#NIDHI LADHA]

Ever since the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 has made disclosure of pledges mandatory, companies have been resorting to innovative ways of creating pseudo security interest
FAQs on compounding of contravention under Foreign Exchange Management Act [ Editorial]

Compounding of contravention – Frequently asked questions on compounding.
Corporate Governance : Current trends and likely developments for the twenty first century [ Michael D. Goldman, Eileen M Filliben, Delaware Journal]

This article discusses current trends in corporate governance and theorizes on the likely impact of those trends for the twenty-first century. Part II focuses on an overview of four current

Cessation of office of alternate director

Alternate director – Vacation of office of director – An alternate director would vacate his office of director only if and when the original director returns to the State in
Prosecution of shareholder for an offence committed by a company

Offences and prosecution – Shareholder who is neither a promoter nor a director – Prosecution for an offence committed by a company – A shareholder who is neither a promoter
Appointment of additional director cannot be continued indefinitely

Additional director – Tenure in office – Additional director cannot continue in office indefinitely if the company in which he has been appointed does not hold annual general meeting for
Reopening of sale confirmed on winding up

Winding up – Re-opening of confirmed sale – For adequate reasons and exceptional circumstances, a confirmed sale could be re-opened to secure maximum benefit to creditors/contributories.
Payment of managerial remuneration without approval of Central Government

Managerial remuneration – Payment to directors by a company having negative net worth but earning considerable profit – Payment of remuneration to directors would require the approval of the company
Restoration of defunct company subsequent to its name having been struck off

Defunct company – Restoration to register of companies – Defunct private company, having a paid-up share capital of less than the minimum prescribed, cannot be restored to the register of
Companies involved under scheme of arrangement to comply with requirements of other enactments

Arrangement – High Court confirming scheme of – Compliance by applicant-company with requirements of other enactments – Sanction of a High Court to a scheme of arrangement is a single
Stamp duty on share certificates

Share certificates – Levy of stamp duty – Rates at which share certificates are to be stamped – Stamp duty on the share certificate issued from the corporate office of
Rectification of register of members

Register of members – Rectification of register by a subscriber to memorandum of association who has not paid for the shares agreed to be taken by him – A subscriber
Nature of application for convening meeting of shareholders/creditors to consider scheme of arrangement/compromise

Arrangement/compromise – Court’s sanction to scheme – Application for convening meeting of shareholders/creditors to consider scheme – Moving an application for the purpose of convening meeting of shareholders/creditors to
Buy-back of shares out of securities premuim account

Buy-back of shares – Buy-back out of securities premium account – Creation of capital redemption reserve – No capital redemption reserve need be created in case the shares are bought
Gift of property by a company to another entity under scheme of arrangement

Interesting legal issues often crop up on which there can be more than one view. It may be useful for any one faced with such issues to have them examined
Approval of scheme of arrangement by High Court before stock exchange accords its approval

Arrangement – Approval of scheme by High Court before stock exchange accords its approval – It would not be necessary to await approval of the stock exchange before the scheme
Postponement of a validly convened annual general meeting

Annual general meeting – Postponement of a validly convened meeting – Jurisdiction of Company Law Board – The Company Law Board can be approached only in the event of default
Annual general meeting held suo motu beyond the prescribed time

Interesting legal issues often crop up on which there can be more than one view. It may be useful for any one faced with such issues to have them examined
Scheme of arrangement confirmed by High Court – Obligations of surety

Arrangement – Scheme confirmed by High Court – Obligations of surety – Guarantor being neither in the nature of a shareholder nor a creditor of a company which has got
Issue of further shares by Board of directors of a private limited company to any person of their choice

Issue of further shares – Discretion of the Board of directors of a private limited company in issuing new shares to any person of their choice – While issuing further
Report from official liquidator contemplated under section 394 of the Companies Act, 1956

Compromise or arrangement – Official liquidator – Report as contemplated under section 394 – Reference to report of inspection conducted under section 209A – It would be necessary for the
Attendance register for meeting of Board of directors

Meeting – Board of directors – Maintenance of attendance register for – Even though there is no provision in the Act requiring a company to maintain attendance register for meeting
Legal representative when not recognised as contributary

Legal representative – Shares of deceased member not registered in his name – Recognition as contributory conferring right to move winding up petition in terms of clause (b) of sub-section

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CLAonline is India's premier Online exclusive e-library on Corporate / SEBI and Business Laws since 1950 from the house of “Corporate Law Adviser” a more than two decade old leading publishing house on the subject. The e-library consists of Case Laws (with head notes), Wealth of intellectual knowledge in the shape of Articles by experts, Procedures under Company Law, Resolutions, Queries and their Replies by experts, Notifications and Circulars of various Ministries / Departments, Updated legislations etc.

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