Nomination for Mutual Fund Unit Holders - Extension of timelines SEBI/HO/IMD/IMD-I POD1/P/CIR/2023/47 28th March 2023issued by SEBI 1. SEBI vide Circular No. SEBI/HO/IMD/IMD-II DOF3/P/CIR/2022/82 dated June 15, 2022 read with SEBI Circular No. SEBI/HO/IMD/IMD-I DOF1/P/CIR/2022/105 dated July 29, 2022, prescribed the requirement for nomination/ opting out of nomination for all the existing individual unit holder(s) holding mutual fund units either solely or jointly, by March 31, 2023, failing which the folios shall be frozen for debits. 2. Based on representations received

Streamlining the onboarding process of FPIs SEBI/HO/AFD/P/CIR/2023/043 dated 27th March 2023issued by SEBI 1. SEBI (Foreign Portfolio Investors) (Amendment) Regulations, 2023 were notified on March 14, 2023, for streamlining the onboarding process of FPIs. 2. In terms of Regulation 3 (2) of the SEBI (Foreign Portfolio Investors) Regulations, 2019 (hereinafter referred to as ‘FPI Regulations’), an application for the grant of certificate as a foreign portfolio investor shall be made to a Designated Depository Participant (’DDP’) in the Form

E-wallet investments in Mutual Funds SEBI/HO/IMD/IMD-PoD-2/P/CIR/2023/40 dated 23rd March 2023 issued by SEBI 1. SEBI, vide Circular Ref. no- SEBI/HO/IMD/DF2/CIR/P/2017/39 dated May 8, 2017, permitted use of e- wallet for investment in Mutual Funds within the umbrella limit of INR 50,000 for investments by an investor through both e- wallet and/or cash, per Mutual Fund per financial year. 2. In this context, it should be ensured that all e-wallets are fully compliant with KYC norms as prescribed by Reserve Bank of

Change in the location of Debts Recovery Tribunal- 1 and Debts Recovery Tribunal-2, Bangalore S.O. 1295(E) dated 20th March 2023issued by Ministry of Finance In exercise of the powers conferred by Section 3 of the Recovery of Debts and Bankruptcy Act, 1993 (51 of 1993), the Central Government hereby notifies the following change in the location of Debts Recovery Tribunal- 1 and Debts Recovery Tribunal-2, Bangalore with effect from 02.12.2022 from the place mentioned in Column 2 to the place mentioned in

Common and simplified norms for processing investor’s service requests by RTAs and norms for furnishing PAN, KYC details and Nomination SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16th March 2023issued by SEBI 1. As an on-going measure to enhance the ease of doing business for investors in the securities market, SEBI, vide Circular Nos. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 03, 2021 & SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/687 dated December 14, 2021, had prescribed the common and simplified norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC

Establishment of Centre for Processing Accelerated Corporate Exit S.O. 1269(E)dated 17th March 2023issued by MCA In exercise of the powers conferred by sub-section (1) of section 396 of the Companies Act, 2013 (18 of 2013) (hereinafter referred to as the Act), the Central Government hereby establishes a Centre for Processing Accelerated Corporate Exit (hereinafter referred to as C-PACE). 2. The C-PACE shall be located at the Indian Institute of Corporate Affairs (IICA), Plot No. 6, 7, 8, Sector

Securities and Exchange Board of India (Foreign Portfolio Investors) (Amendment) Regulations, 2023 No. SEBI/LAD-NRO/GN/2023/128 dated 14th March 2023 issued by SEBI In exercise of the powers conferred by sub-section (1) of Section 30 read with sub-section (1) of Section 11, clause (ba) of sub-section (2) of section 11 and sub-sections (1) and (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), and under Section 25 of the Depositories Act, 1996 (22

Amendments in notification number S.O. 2099 (E), dated 5th May, 2022 S.O. 1242(E) dated 15th March 2023issued by MCA In exercise of the powers conferred by section 435 of the Companies Act, 2013 (18 of 2013), the Central Government with the concurrence of the Chief Justice of Jharkhand, hereby makes the following amendment in notification of the Government of India, Ministry of Corporate Affairs, vide number S.O. 2099 (E), dated

Clarification with respect to Qualified RTAs (QRTAs) SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/36 dated 10th March 2023issued by SEBI 1. Vide SEBI Circular SEBI/HO/MIRSD/CIR/P/2017/0000000100 dated September 08, 2017 (issued with respect to Cyber Security and Cyber Resilience Framework for RTAs), QRTAs have been defined as RTAs servicing more than 2 crore folios. QRTAs are required to comply with enhanced responsibilities through adoption and implementation of an internal policy framework and periodic reporting requirements as specified in various SEBI circulars issued from time to time. 2. In this

Operational Guidance - Amendment to Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 (“Buy-back Regulations”) SEBI/HO/CFD/PoD-2/P/CIR/2023/35 dated 8th March 2023issued by SEBI 1. SEBI has notified Securities and Exchange Board of India (Buy-Back of Securities) (Amendment) Regulations, 2023 on February 07, 2023. The link for the same: https://www.sebi.gov.in/sebi_data/commondocs/mar-2023/Gazette_Notification_p.pdf Applicability of Regulations 2. The aforementioned amendment regulations shall come into force on 30th day of the date of notification. 3. Accordingly, the amendment regulations

Money-laundering (Maintenance of Records) (Amendment) Rules, 2023 S.O. 1074(E) dated 7th March 2023issued by Ministry of Finance In exercise of the powers conferred by section 73 of the Prevention of Money-laundering Act, 2002 (15 of 2003), the Central Government hereby makes the following rules further to amend the Prevention of Money-laundering (Maintenance of Records) Rules, 2005, namely: — 1. (1) These rules may be called the Prevention of Money-laundering (Maintenance of Records) Amendment Rules, 2023. (2) They shall come into force on the date

Serving of copy of applications to the Board, as mandated under Rules 4, 6 and 7 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 Circular No. IBBI/LAD/58/2023dated 4th March 2023issued by IBBI The Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016, as amended vide notification No. G.S.R. 583(E) dated 24th September, 2020 published in the Gazette of India, Part II, Section 3, Sub-section (i), No. 474 dated 24th September,

Amendments in Notification Number S.O. 372(E), dated 5th February, 2016 S.O. 1036(E) dated 3rd March 2023issued by Ministry of Finance In exercise of the powers conferred under sub-section (1) of section 43 of the Prevention of Money-laundering Act, 2002 (15 of 2003) and in consultation with the Chief Justice (Acting) of Gauhati High Court at Guwahati, the Central Government hereby makes the following further amendment in the notification published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (ii), vide

  Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023 No. SEBI/LAD-NRO/GN/2023/125 dated 28th February 2023issued by SEBI In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 read with section 25 of the Depositories Act, 1996, the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 namely:— 1. These regulations may be called the Securities and Exchange Board of India

Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment) Regulations, 2023 No. SEBI/LAD-NRO/GN/2023/124dated 28th February 2023issued by SEBI In exercise of the powers conferred by sections 4, 8A and 31of the Securities Contracts (Regulation) Act, 1956, read with sections 11 and 30 of the Securities and Exchange Board of India Act, 1992, the Board hereby makes the following regulations to further amend the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018, namely:— 1. These Regulations may be called the Securities

Special Economic Zones (Amendment) Rules, 2023 G.S.R. 125(E) dated 23rd February 2023issued 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 (Amendment) Rules, 2023. (2) They shall come into force on the date of their publication in the Official Gazette. 2. In

Advisory for SEBI Regulated Entities (REs) regarding Cybersecurity best practices SEBI/HO/ITD/ITD_VAPT/P/CIR/2023/032 dated 22nd February 2023 issued by SEBI 1. Financial sector organizations, stock exchanges, depositories, mutual funds and other financial entities have been experiencing cyber incidents which are rapidly growing in frequency and

Filing of Forms GNL-2 (filing of prospectus related documents and private placement), MGT-14 (filing of Resolutions relating to prospectus related documents and private placement), PAS-3 (Allotment of Shares), SH-8 (letter of offer for buy-back of own shares or other securities), SH-9 (Declaration of Solvency) and SH-11(Return in respect of buy-back of securities) due to migration from V2 Version to V3 Version in MCA 21 Portal from 22nd February, 2023 to 31st March, 2023 General Circular No. 05/2023 dated 22nd February 2023issued

  Consultation Paper on Streamlining Disclosures by Listed Entities and Strengthening Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dated 20th February 2023issued by SEBI 1. Objective 1.1. This consultation paper seeks comments/views/suggestions from the public on the proposals to amend the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations” or “LODR”) to address the following issues: 1.1.1. Submission of first financial results by newly-listed entities. 1.1.2. Timeline to fill up vacancy of directors, Compliance Officer, Chief Executive Officer (CEO) and Chief

Maintenance of a website by stock brokers and depository participants SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/30 dated 15th February 2023issued by SEBI 1. SEBI, through various circulars, has mandated certain information to be published by stock brokers (SB) /depository participants (DP) on their respective websites. 2. A designated website brings in transparency and helps the investors to keep themselves well informed about the various activities of the SB/DP. In view of the same, considering the advancement in technology and need to provide better

Interpretation of section 141 of the Negotiable Instruments Act cannot be applied to section 34 of the Drugs and Cosmetic Act. Ignoring nature of offence charged with will only lead to miscarriage of justice The interpretation of expression used in section 141 of the Negotiable Instruments Act, cannot be applied to section 34 of the Drugs and Cosmetic Act, though if read in isolation look in pari materia. When the offences are not cognate and enabling section is to prosecute the

The stock broker not only has to obtain a certificate of registration from SEBI for each of the stock exchange where he operates, at the same time, has also to pay prescribed ad valorem fee in reference to each certificate of registration A conjoint reading of the expression ‘a certificate’ as referred to in sub-section (1) of section 12 of the Act read with the scheme of SEBI (Stock Brokers and Sub-brokers) Rules, 1992 (‘Rules, 1992‘) and SEBI (Stock Brokers

Whenever fraud on a creditor is perpetrated in the course of carrying on business, it does not necessarily follow that the business is being carried on with an intent to defraud the creditor. If the directors of a company had acted on a bona fide belief that the company would recover from its financial problems/difficulties, then, they will not be held liable for the act/offence of fraudulent trading The aspect of fraudulent trading requires a very high degree of proof,

Once all the requirements under section 14 are complied with by the secured creditor, it is the duty cast upon the CMM/DM to assist the secured creditor in obtaining the possession as well as the documents. At this stage, the CMM/DM is not required to adjudicate the depute The powers exercisable by CMM/DM under section 14 are ministerial step and section 14 does not involve any adjudicatory process qua points raised by the borrowers against the secured creditor in taking possession

Where corporate debtor had no specific fund towards provident fund, resolution professional was right in seeking lifting of attachment order on bank account Where there was no specific fund towards provident fund, resolution professional was right in seeking lifting of attachment order during moratorium on bank account of corporate debtor by employees provident fund authorities, and the Adjudicating Authority should have done accordingly. Insolvency and Bankruptcy Code, 2016 – Section 14 – Moratorium – Attachment on bank account of corporate debtor imposed

The ‘Adjudicating Authority’ is not authorised to pass any orders which would circumvent and attempt to frustrate the resolution plan pending before it for consideration under section 31. Such order would be per se illegal without application of mind and is liable to be set aside In terms of section 31, the Adjudicating Authority has to approve the resolution plan if it is satisfied that the plan has been approved by the committee of creditors (‘CoC’) and meets the requirements or

Insolvency and Bankruptcy Code permits withdrawal of application before the committee of creditors is constituted. The question of approval by the committee of creditors does not arise in such a case Section 12A permits withdrawal of an application under section 7 that has been admitted on an application made by the applicant. The question of approval of the committee of creditors by the requisite percentage of votes, can only arise after the committee of creditors is constituted. Before the committee of

Where co-borrower is also a pledger, that does not disentitle financial creditor to initiate proceedings under section 7 against such a co-borrower Where a co-borrower is also a pledger, that does not disentitle a non-banking financial company being a financial creditor, to initiate proceedings under section 7 against such a co-borrower. Insolvency and Bankruptcy Code, 2016 – Section 7 – Insolvency resolution process – Application by financial creditor to initiate – Financial creditors initiated proceedings against borrower based on loan documents –

Condition precedent for condonation of delay in filing an application or appeal is existence of ‘sufficient cause’ depends upon facts of each case The condition precedent for condonation of delay in filing an application or appeal is the existence of sufficient cause. Whether the explanation furnished for the delay would constitute ‘sufficient cause’ or not would be dependent upon facts of each case. Insolvency and Bankruptcy Code, 2016 – Sections 7 and 9 – Insolvency resolution process – Application by financial creditor/operational

The object of notice before the filing of the complaint is not just to give a chance to the drawer of the cheque to rectify his omission to make his stance clear so far as his liability under section 138 is concerned It is essential for the person to whom statutory notice is issued under section 138 to give an appropriate reply. The person concerned is expected to clarify his or her stance. If the person concerned has some unimpeachable and

Securities and Exchange Board of India has wide powers to take suitable coercive actions against research analysts. Mere possibility of abuse of such powers cannot be a ground to declare them violative of article 19(1)(a)/(g) or article 14 of the Constitution A wide range of powers is conferred on the Board under regulation 31 since different corrective actions may have to be taken depending on the nature of the violation committed by the research analyst. In a given case if such

Section 48 of the Gujarat Value Added Tax Act, 2013 (‘GVAT Act’), which provides for first charge on the property, does not override section 53 of the Code Section 48 of the GVAT Act is not contrary to or inconsistent with section 53 or any other provisions of the Code. Under sub-clause (ii) of clause (b) of sub-section (1) of section 53, the debts owed to a secured creditor, which would include the State under the GVAT Act, are to rank

Clause (a) of sub-section (7) of section 31 of confers a wide discretion upon the arbitrator in regard to the grant of pre-award interest The arbitrator has the discretion to determine the rate of reasonable interest, the sum on which the interest is to be paid, that is, whether on the whole or any part of the principal amount, and the period for which the payment of interest is to be made – Whether it should be for the whole or

Dues of a secured creditor [subject of course to creation of security interest with the central registry (CERSAI) registrations] and subject to proceedings under the Insolvency and Bankruptcy Code, 2016 would rank superior to the dues of the relevant department of the State Government Enforcement of Security Interest and Recovery of Debts Laws and Miscellaneous Provisions (Amendment Act), 2016 (‘Amendment Act, 2016’) ordains that the dues of a secured creditor will have priority, i.e., take precedence. Significantly, it is not only

On a conjoint reading of sections 33 and 35 and regulation 8, 31A, 32 and 33 of the Liquidation Process Regulations, 2016, it is evident that the liquidator is authorised to sell the immovable and movable property of the corporate debtor in liquidation through a public auction or a private contract, either collectively, or in a piece-meal manner Regulation 33 gives ample latitude to the liquidator, who may ‘ordinarily’ sell the assets through auction. In peculiar facts and circumstance, the liquidator

The Customs Act and the Code act in their own spheres. In case of any conflict, the Code overrides the Customs Act. The Customs Act and Code can be read in a harmonious manner wherein authorities under the Customs Act have a limited jurisdiction to determine the quantum of operational debt The Code would prevail over the Customs Act to the extent that once moratorium is imposed in terms of sections 14 or sub-section (5) of section 33 as the case

Claim of licence fee is ‘operational debt’ as it comes under ‘goods and services’ Claim of licensor for payment of license fee (by the corporate debtor who was permitted its use under the agreement ) falls within the ambit of definition of ‘operational debt’ within the meaning of clause (21) of section 5 being provision of goods and services for which the corporate debtor is contractually obligated to make the payments. Insolvency and Bankruptcy Code, 2016 – Section 5(21) and 9 –

Passing of a resolution plan does not ipso facto discharge the personal guarantor The Supreme Court in Lalit Kumar Jain v. UOI [2021] 162 CLA 312 (SC) has ruled very clearly that discharge of the corporate debtor from a debt owed by it to its creditors, by way of an insolvency process such as insolvency proceedings, does not absolve the guarantor of its liability, since it arises out of an independent contract. Financial creditor has right to proceed against security offered

Doctrine of res judicata is applicable even to the proceedings under the Code and challenge to the findings in incidental or collateral proceedings amounts to an abuse of process of the Court. Again raising such grounds in the second round of litigation in incidental proceedings is nothing but an abuse of process of court The principle of res judicata, though a part of Code of Civil Procedure, would be applicable to proceedings of the Appellate Tribunal and the Code. Only to

An advocate can, on behalf of the corporate debtor, issue a demand notice under section 8 and no document is required to establish his period of association with the company Section 30 of the Advocates Act deals with the fundamental right under article 19(1)(g) of the Constitution to practice one’s profession. Therefore, a conjoint reading of section 30 of the Advocates Act and sections 8 and 9 of the Code together with the Adjudicating Authority Rules and Forms thereunder would yield

This article summarises various provisions relating to payment of interest on deposits accepted by companies. The author has analysed and highlighted that, in case a depositor renews his deposit with the company before expiry of its term, the company cannot reduce the interest on account of premature payment.

In this case study, the authors delve into implications of the recent decision of the Division Bench of the Delhi High Court in TATA Steel BSL Ltd. v. Venus Recruiters Pvt. Ltd. [2023] 172 CLA 239, which held that the avoidance applications filed under the Code shall survive even beyond the conclusion of the corporate insolvency resolution process.

ChatGPT has the potential to revolutionise the way advocates work by making the process of research and case preparation more efficient and accurate. In this article, the author provides useful insight into ChatGPT.

In this article, the author discusses various issues that are still being identified and attempted to be reformed to shape up the scheme of arbitration in line with the international standards and practice.

In this article, the authors provide a bird’s eye view of emergency arbitration regime in India.

This is an opportunity to do pause, think and plainspeak, so the author starts with a caution that this piece will not bear attributes of scholarly outpouring.

In this article, the authors have analysed the recommendations of the Company Law Committee for the inclusion of the new concept of ‘forensic audit’ under the Companies Act, 2013. The article intends to provide insight into the role of forensic audit in deterring corporate crimes.

Societies Registration Act, 1860, a more than one and a half centuries old British-era enactment, is ripe for repeal as all existing societies registered under this Act may be converted into companies, in terms of section 8 of the Companies Act, 2013, meant for promotion of commerce, art, science, sports, education, research, literature, social welfare, religion, charity, health, environment, etc., which will provide greater transparency, governance, administration, regularisation, uniformity and information in public domain. Economic Times of 24th October, 2022

In State Tax Officer v. Rainbow Papers Ltd. [2022] 170 CLA 292 (SC), the preference has been given to the Government dues under the Gujarat Value Added Tax Act by reading it as a “Secured Creditor” and while doing so, the Supreme Court has created an altogether new insolvency jurisprudence in regard to the interpretation of Section 53 of the Insolvency and Bankruptcy Code, 2016 (‘the Code’) and thus, in this way, it has possibly drifted away from the very

Post-COVID-19 liberalisation and changing systems under the Companies Act, 2013 (‘the Act’) for holding general meetings have taken away shine of many age-old procedures and phrases. Author has discussed, in this article, the relevant provisions and reasons for losing significance of some of them. It is also emphasised that while “closure of register of members” is optional for all companies under the Act, ‘record date’ is mandatory for all listed companies under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 deals with conduct of annual general meetings and fallacies faced with introduction of video conferencing/other audio visual means with respect to items of ordinary business, especially re-appointment of director liable to retire. In the end, the author has raised a few questions for consideration of stakeholders and action by the regulators.

In this Article, the author has analysed various recommendations of the Committee for amendments in the Companies Act and the Rules thereunder alongwith his own comments.

India is a secular country. But it comprises of people of various religions. To name a few, Hindus, Buddhists, Parsis, Christians, Muslims, etc. Every religion preaches its followers that it is their duty to take care of the downtrodden. Government has proclaimed that it is with ‘Sabke Sath’. Despite this, there are no administrators in this sacred land to take care of the interests of the holders of unredeemed preference shares as would be seen from this write up.

It is incredible and unbelievable that the Companies Act, 2013 bears, recognises, refers to, stipulates for and deals with more than three dozen (38) types of companies. In this article, the author has assimilated/tabulated all these companies along with their references, basic characteristics and his own comments.

In this article, the author makes in-depth analysis of Foss v. Harbottle Rule and its applicability in Indian and English legal framework. He concludes that while in India the rule does not have mechanical application as it is determined on case-to-case where the minority is squashed by the majority and the majority can get away with the fact that they are ‘in majority’.

In this article the author has discussed the status of non-compliances under various regulatory Acts when a corporate insolvency resolution plan is approved against the corporate debtor in view of the recent order of the Securities Appellate Tribunal in ArcelorMittal Nippon Steel India Ltd. v. SEBI [2022] 169 CLA 114

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.

Auditor – Does joint holding of a share disqualify person to be appointed as auditor – Since second/third joint holder has no interest in joint holding so as to influence functioning of auditor, he cannot be deemed to be a holder of security referred to in section 141.

Insider trading – During the prohibited period – Is it an offence or only those voluntarily made resulting in undue gain to an insider – Prohibition should not apply to distress sale or a sale under a statutory requirement or where no benefit or undue advantage has accrued.

Share certificate – Company not having a common seal – Is it mandatory for company secretary to sign share certificates issued by it – Share certificates have to be signed by two directors or by a director and the company secretary, where the company concerned has appointed a company secretary.

Undertaking as defined in Explanation (i) to section 180(1)(a) – Can it be disposed of with the consent of the members by special resolution – Business activity which is not consistently contributing to the coffers of a company could be disposed of without the consent of the members.

Non-cumulative preference shares – Voting right vest in holders of – Will it survive even if the shares are not redeemed – From the expiry of the date set for redemption, the preference shares unredeemed will cease to be preference shares and in consequence, the voting rights conferred on the holders of unredeemed preference shares would lapse.

Financial creditor – Is lessor of movable property a financial creditor – Since lease of machinery to the corporate debtor, no money passes from the lessor to the lessee, transaction is not a transaction resulting in financial debt and the other party is not a financial creditor.

Non-obstante clause – Two statutes containing – Which statute would prevail – It would be proper to assume that it is intention of the Legislature while passing the Bill, that the non-obstante clause in the later legislation should prevail.

Moratorium – Declared under section 14 – Will it extend limitation period for initiation of proceedings against corporate debtor – Sub-section (6) of section 60 of the Code would come to the rescue of the corporate debtor if the action proposed to exercise the right is within the period of limitation set out under the Limitation Act plus the exact period of the duration of the moratorium declared under section 14 of the Code.

NCLT – Residual powers – Can NCLT exercise power to adjudicate a contract which is unrelated to proceedings for insolvency resolution process - The residuary jurisdiction of NCLT cannot be invoked if the termination of the contract is based on grounds unrelated to the insolvency of the corporate debtor

Partnership – Conversion into LLP – Is stamp duty payable thereon – There being no instrument of transfer of assets of the erstwhile partnership firm to the LLP, the question of payment of stamp duty and registration charges does not arise as these are chargeable only on the instruments indicated in section 3 of the Stamp Act and section 17 of the Registration Act.

Income-tax payable by corporate debtor – Is the Income-tax Department to the extent thereof a secured creditor of corporate debtor – The Income-tax Department meets with the definition of the secured creditor for the purposes of the Code.

Holder of recovery certificate under the Debts Recovery Act – Can he be considered as a financial creditor for initiation of insolvency resolution process under section 7 of the Code – Liability in respect of a claim arising out of recovery certificate would be a “financial debt” within the meaning of Clause (8) of section 5 of the Code. Consequently, the holder of the recovery certificate would be a ‘financial creditor’ within the meaning of clause (7) of section 5

Annual financial statements/Report of Board of directors – Are they to be considered and approved at one and the same Board meeting – Report of the Board of directors can be considered and approved at the same meeting after the relative financial statement is considered and approved by it and after the report of the auditors is adopted. It can be at the same meeting, as usually the case or at a later meeting.

‘Control’ – Used in Company Law – What does it mean – By exercising power in the negative covenants in the agreement/articles of association, person or entity cannot be said to have control over the affairs of the company.

Reduction of Capital – Can securities premium account be utilised therefor – By following the procedure prescribed for reduction of capital, the credit balance at the foot of the Securities Premium Account can be used for purposes other than that mentioned in sub-section (2) of section 52 of the Companies Act, 2013.

Subsidiary – When it could be classified as a wholly-owned subsidiary of its holding company - Unless the entire shares with voting rights is owned by a holding company (and not partly by it and the remaining by one or more of its subsidiaries) in a subsidiary, the latter cannot be called the fully owned subsidiary of the former.

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.