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Corporate Laws Highlights

Delhi HC Empowers Struck-off Companies to Pursue Legal Remedies Post Deregistration - The Delhi High Court's decision underscores the legal principle that a company's name's removal from the Register does not negate its existence for all practical legal purposes, especially concerning the pursuit of debts. This ruling empowers entities facing deregistration to actively manage their financial recoveries and gives creditors a pathway to pursue outstanding payments. Hence, companies should integrate this understanding into their operational and financial practices, ensuring that they maintain meticulous records of their financial transactions and liabilities, even amidst potential challenges to their registration status.

Legal Name Restoration Granted for Aster Venture Pvt. Ltd.: NCLAT Overturns NCLT Order Amidst Filing Defaults - In light of the above deliberations, it is clear that the NCLAT's judgment serves as a precedent for similar cases where companies may have suffered compliance deficits due to understandable circumstances. The NCLAT recognized the necessity of accommodating the operational reality of companies while ensuring that statutory obligations, albeit critical, are not the sole determinant for their continued existence. It is recommended that companies maintain consistent compliance with filing duties to avoid such adverse circumstances, making necessary arrangements well in advance to safeguard their operational integrity.

NCLT Declines Intervention in Corporate Arrangement Scheme under Companies Act, 2013 - In light of current legal frameworks and the precedents established by the Supreme Court, it is clear that interventions at the pre-admission stage in insolvency proceedings are not only unwarranted but also directly contravene the interests of primary stakeholders. Industry practitioners should recognize the importance of adhering to procedural conventions to ensure that personal and collective interests are adequately represented without compromising the efficiency of the process. All parties must act within the permissible parameters set by the law, which aim to expedite the resolution process rather than prolong it.

Legal Decision on Approval of Resolution Plan Under the Insolvency and Bankruptcy Code - In light of the comprehensive analysis conducted and the verification of statutory compliance, the Adjudicating Authority has granted approval to the Resolution Plan. It is imperative that stakeholders involved in similar insolvency proceedings recognize the importance of adhering to the specific legal requirements delineated in the IBC and its accompanying regulations. The prevailing legal framework necessitates diligent preparation and submission of Resolution Plans to avoid contravention of established norms, thereby facilitating smoother resolution processes in cases of corporate insolvency.

Illegal Sale Of Company Land And Equity Allotments Dismissed As Oppression Claims Fail In Nclt Hyderabad - The NCLT's ruling emphasized the lack of demonstrable irregularity in both the sale of land and equity share allotments. The decision highlights the importance of documented consent and the rationale behind corporate financial decisions under pressure. As such, stakeholders within companies should meticulously document decision-making processes, obtain consent as needed, and ensure compliance with statutory obligations to mitigate potential claims of mismanagement or oppression.

Legal Crux of Oppression and Mismanagement Case Resolved by NCLT Hyderabad - In light of the findings, it is imperative that companies conduct robust governance practices and ensure compliance with statutory requirements when convening meetings for the appointment or removal of directors. Shareholders must maintain a clear understanding of their rights under the Companies Act, particularly concerning the processes for the management of their affairs. For companies contemplating such actions, maintaining detailed records and adherence to legal requirements not only strengthens their case but also protects against potential challenges.

Fraud Allegations Dismissed: NCLT Denies Investigation into Respondent Companies' Affairs - In line with the Tribunal's decision, it is crucial for future Petitioners contemplating action under Section 213 of the Companies Act to ensure that their claims are buttressed by robust and credible evidential support. The failure to meet evidentiary requirements can result in immediate dismissal of the Petition, underscoring the necessity for thorough documentation and substantiation of allegations prior to seeking judicial intervention.

National Company Law Tribunal Ruling on Maintainability of Company Petition Under Section 399 of the Companies Act, 1956 - In light of the aforementioned decision, it is crucial for petitioners seeking relief under Sections 397 and 399 of the Companies Act, 1956 to ensure strict compliance with the statutory requirements for maintainability. The strict interpretation of consent requirements and adherence to limitation periods is vital in avoiding dismissal of petitions. Future cases must reinforce the necessity of proactive measures in gathering consent and filing timely complaints to ensure that their claims are valid and actionable.

Supreme Court Upholds Land Acquisition as Safety Measure, Denies Return to Landowner Under Section 101 of 2013 Act - The Supreme Court’s ruling signifies a clear legal doctrine that emphasizes the responsibilities of parties involved in land acquisition. It asserts that land returned under Section 101 must demonstrably benefit the original owners and cannot arise from claims of negligence. This sets a judicial precedent ensuring that the efficient and purposeful use of land, particularly in the context of public safety, takes precedence over potential claims of a financial nature from landowners.

NCLAT Rules on Maintainability of Amended Petition Lacking Proper Application and Natural Justice - The NCLAT decision underscored the imperative of adhering to procedural propriety by requiring a formal application for amendments alongside the opportunity for the opposing party to contest such proposals. The failure to comply with these essential legal standards led to the dismissal of the amended petition, reaffirming the significance of protecting the rights of all parties to legal proceedings. Going forward, parties seeking to amend petitions must ensure compliance with procedural rules to avoid the risk of their submissions being deemed untenable.

NCLAT Rules Against Waiver Request for Oppression and Mismanagement Claims; Affirms Strict Adherence to Section 244 of the Companies Act - The decision underscored the importance of having a substantive shareholding when asserting claims of oppression and mismanagement under the Companies Act. Appellants must establish exceptional circumstances in the context of shareholding to be considered for waivers. As the NCLT has confirmed its high threshold for waiver approval in these types of cases, future petitioners must carefully evaluate the grounds for their claims to ensure adherence to the statutory requirements before proceeding.

NCLAT Clarifies Imposition of Moratorium Under IBC During CIRP - No Stay Granted - The NCLAT's decision to uphold the moratorium under Section 14 of the IBC underscores the sanctity of the insolvency framework aimed at preserving the corporate debtor's assets. It is imperative for stakeholders involved in insolvency proceedings to closely align their strategies with the statutory restrictions imposed by the moratorium, ensuring that no proceedings contravene the protections established therein. Any request for legal recourse during the period of moratorium must be diligently reconsidered in light of the judicial interpretations and precedents that direct against compromising the debtor's financial equilibrium.

Tribunal's Authority Affirmed to Order Share Purchase in Case of Oppression and Mismanagement - The Tribunal’s ruling to order the purchase of shares under Section 242(2)(b) of the Companies Act, 2013 serves as a pivotal affirmation of its authority to adjudicate matters of oppression and mismanagement. The application of judicial principles from preceding decisions emphasizes that substantial justice can be upheld in scenarios where direct evidence of oppression is not distinctly present. Stakeholders should recognize that the Tribunal retains broad powers to ensure operational continuity and safeguard the interests of all parties, thereby fostering effective company management and decision-making.

Petition Dismissed for Non-compliance with Companies Fresh Start Scheme, 2020 - The decision affirms that strict compliance with the conditions of exemption notifications is non-negotiable. Parties seeking to leverage such statutes must exhibit clear eligibility within the specified timeframes and criteria. The ruling serves as a reminder that past applications will not receive reaffirmation or re-evaluation post-disqualification period.

Legal Crux on the Abuse of Dominant Position: Examination of Challenges Raised Against Regulatory Orders - The court’s decision stresses the importance of clear and transparent communication regarding a participant’s legal standing in regulatory proceedings associated with allegations of abuse of dominant position. As such, legal representatives for parties engaged in similar contexts should proactively ensure that notifications regarding status changes and relevant findings are received and understood to facilitate proper navigation of legal recourse.

Court Invalidates Restoration of Dismissed Case Due to Non-Compliance with Procedural Norms - The current decision unequivocally reaffirms the lack of jurisdiction exercised by the learned Special Judge. With the quashing of both the restoration order and its derivative ramifications, the ruling underscores the necessity for judicial adherence to established legal principles, particularly those governing jurisdiction as articulated in past precedents. Future actions in cases of similar nature must ensure compliance with procedural protocols to prevent unwarranted restoration of dismissed complaints, facilitating a more structured legal process.

Validity of Share Transfer and Rectification Petition in Lexus Technologies Pvt. Ltd. Case - This decision emphasizes the imperative that NCLT must not only adhere strictly to the legal provisions under the Companies Act but also rigorously examine evidence presented before it. Future cases demanding rectification of share registers must ensure a comprehensive review of all relevant materials, confirm the validity of transactions, and ascertain the presence of any fraudulent activity to sustain justified conclusions. The failure to perform these duties could lead to a misapplication of justice that undermines the rights of parties involved.

Oppression and Mismanagement: Court Dismisses Appeal for Recall of Order due to Lack of Proper Legal Procedure - The Court’s decision to dismiss the appeal reinforces the importance of adhering to proper legal protocols in seeking recourse against judicial orders. Parties involved in litigation should ensure that all arguments and claims are presented in the initial proceedings and be aware of the appeal mechanisms available to them, as ignoring these can lead to a forfeiture of rights. The ruling serves as a cautionary tale, highlighting that failing to utilize appropriate legal remedies in a timely fashion may undermine one's position and former opportunities for redress.

Court Denies Interim Stay on LOC; Travel Request to Dubai and New York Rejected Due to Lack of Justification - The court's ruling indicates a stringent approach to requests for permission to travel when facing legal restrictions such as an LOC. Moving forward, petitioners in similar situations must prioritize establishing clear, logical justifications for their travel needs, particularly when immediate family members may have alternative arrangements to meet.

Section 212 of the Companies Act, 2013 - Supreme Court Denies Interim Relief to Director Implicated in Serious Fraud Investigation - On deliberation, the Court dismissed the petitioner’s application on the grounds of insufficient justification and non-compliance with the investigatory directives set forth by the SFIO. The ruling serves as a poignant reminder for corporate directors under scrutiny: compliance with investigatory requests is imperative, and claims of personal urgency must be substantiated with valid evidence rather than mere representations.

Court Rules on Extension for 40th AGM: Emphasis on Lack of Special Reasons in Decision-Making - The court's decision in this case underscores the necessity for compliance with statutory requirements when granting extensions for AGMs under Section 96 of the Companies Act. It also outlines that shareholders do not possess an automatic right to a hearing in such instances. Moving forward, companies must ensure that any requests for extensions are accompanied by a clear demonstration of ‘special reasons’ to avoid legal challenges. Thus, companies should maintain comprehensive records and provide adequate justification in their applications to fortify against potential disputes.

Company Name Restoration: Era Financial Services (India) Limited Wins Appeal Against ROC - The decision highlights the importance of distinguishing between the grounds for striking off a company and the appropriate provisions for appeal or application for restoration.
It emphasizes the need for companies to comply with statutory requirements, particularly those related to incorporation and subscription payments.
The restoration of the company's name under Section 252(1) indicates that the appellate authority may consider mitigating circumstances and allow for the revival of a company if the grounds for striking off are addressed.

Supreme Court Authorizes Submission of Fresh Resolution Plan by Appellant After BSE Lifts Market Ban - The Supreme Court's decision not only reinstated the appellant’s opportunity within the CIRP but also reinforced the principles of compliance essential for eligibility under the IBC. This ruling signifies the imperative for assessors to maintain rigorous adherence to SEBI regulations and to be proactive in resolving prior restrictions that may impede eligibility.

Justification for Appellant’s Removal in C.P. 3638 of 2018 upheld by Appellate Tribunal - In light of the current decision, it becomes actionable for individuals subjected to prolonged inquiries without formal charges to seek prompt resolution. This highlights the necessity of ensuring timely closure of investigations and protecting individual rights against unwarranted constraints. Stakeholders in similar situations should advocate for expedited processes, fearing unjust prejudice caused by extensive delays.

Ineligibility of Corporate Debtor Affirmed by NCLT Amidst SEBI Sanctions During Insolvency Resolution Process - The NCLT's decision underscores the importance of compliance with regulatory mandates for corporates undergoing insolvency proceedings. It establishes a precedent indicating that failure to adhere to SEBI regulations results in disqualification under the Insolvency and Bankruptcy Code, thus rendering any resolution plan submitted during such a period as void.

Classification of Enterprises Under MSMED Act: Jurisdiction Affirmed for Arbitration on Payment Dispute - The judgment reinforces the premise that any enterprise classified under the MSMED Act is entitled to utilize the mechanisms provided therein for conflict resolution over payment disputes. Enterprises must ensure compliance with registration processes under the MSMED Act to secure their rights effectively while highlighting that the timing of registration can influence the ability to claim dues. Thus, future claimants are advised to diligently fulfil registration requirements, as the timing can significantly impact jurisdiction and entitlement status.

COURT DIRECTS SEBI AND STOCK EXCHANGE TO PAY ₹80 LAKHS TO FATHER-SON DUO FOR ILLEGAL FREEZING OF DEMAT ACCOUNTS - The Bombay High Court has set a significant precedent underlining the necessity for due process and adherence to legal protocols in regulating the actions by SEBI and recognized Stock Exchanges regarding promoters. The Court has ruled that freezing of demat accounts without a legal basis is unwarranted and illegal. All regulatory bodies must demonstrate proper investigative procedures and maintain clarity on individuals' roles before imposing sanctions.

SEBI's Strict Action Against Anil Ambani: Ban from Securities Market Over Fraudulent Loan Scheme - The SEBI’s decision to impose these bans against Anil Ambani and associated parties serves as a compelling reminder of the stringent regulations governing the securities market. Accordingly, financial institutions and associated parties must prioritize transparency and adherence to corporate governance principles to avoid severe regulatory repercussions. The actionable takeaway for stakeholders is to reassess their compliance mechanisms and ensure robust oversight of company practices to mitigate risks associated with fraudulent activities.

Legal Decision Rekindles Debate on Criminal Liability Amid Regulatory Settlements - The Supreme Court’s decision to remand the matter back to the High Court highlights the complex interplay between regulatory resolutions and criminal proceedings. The legal principles established necessitate a careful evaluation of each party's culpability independent of regulatory conclusions and emphasize that regulatory consent cannot absolve one from criminal liability. The emphasis on expeditious resolution signifies important procedural implications for ongoing and future litigation where criminal allegations overlap with regulatory findings.

Share Capital Reduction Approved for Petitioner Company under Section 66 of the Companies Act, 2013 - The decision by the Tribunal to approve the reduction of the share capital is significant for the Petitioner Company, as it allows for a strategic and legally-compliant management of its equity structure. The accountability and adherence to statutory provisions serve to enhance corporate governance. It is crucial for the company to execute the filing protocols promptly and publish the order as required to avoid repercussions from non-compliance.

Specific due diligence of investors and investments of AIFs

Timelines for disclosures by Social Enterprises on Social Stock Exchange (“SSE”) for FY 2023-24.

Amendment in Notification No. S.O. 1647 (E), dated the 5th May, 2016

Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Responsibilities of Principal Auditor and Other Auditors in Group Audits

Measures to Strengthen Equity Index Derivatives Framework for Increased Investor Protection and Market Stability

Review of Stress Testing Framework for Equity Derivatives segment for determining the corpus of Core Settlement Guarantee Fund (Core SGF)

Companies (Indian Accounting Standards) Third Amendment Rules, 2024.

Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024.

Securities and Exchange Board of India (Infrastructure Investment Trusts) (Third Amendment) Regulations, 2024

UPDATED SEBI STUDY REVEALS 93% OF INDIVIDUAL TRADERS INCURRED LOSSES IN EQUITY F&O BETWEEN FY 22 AND FY 24; AGGREGATE LOSSES EXCEED Rs. 1.8 LAKH CRORES OVER THREE YEARS

Central Government appoints Judicial Members and Technical Members in the National Company Law Appellate Tribunal for a period of four years

Operational Guidelines for Foreign Venture Capital Investors (FVCIs) and Designated Depository Participants (DDPs)

Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2024.

Reduction in the timeline for listing of debt securities and Non-convertible Redeemable Preference Shares to T+3 working days from existing T + 6 working days (as an option to issuers for a period of one year and on a permanent basis thereafter such that all listings occur on a T+3 basis)

Companies (Accounts) Amendment Rules, 2024

Usage of UPI by individual investors for making an application in public issue of securities through intermediaries

Parameters for Performance Evaluation of Market Infrastructure Institutions

Companies (Prospectus and Allotment of Securities) Amendment Rules, 2024.

LISTING OF DEBT SECURITIES ON THE RECOGNISED STOCK EXCHANGES IN THE IFSC

FREQUENTLY ASKED QUESTIONS ON ISSUANCE OF UNITS BY REAL ESTATE INVESTMENT TRUSTS (REITs)

FREQUENTLY ASKED QUESTIONS ON REGISTRATION AND INITIAL OFFER OF UNITS BY INFRASTRUCTURE INVESTMENT TRUSTS (InvITs)

FREQUENTLY ASKED QUESTIONS (FAQs) - FRAMEWORK FOR SMALL AND MEDIUM REITs (SM REITs)

WITHDRAWAL OF PRESS RELEASE NO. 20/2024, DATED 4-9-2024

ENABLING T+2 TRADING OF BONUS SHARES WHERE T IS THE RECORD DATE

Flexibility in participation of Mutual Funds in Credit Default Swaps (CDS)

Ease of Doing Business in the context of Standard Operating Procedure for payment of “Financial Disincentives” by Market Infrastructure Institutions (MIIs) as a result of Technical Glitch

Clarification on holding of Annual General Meeting (AGM) and EGM through Video Conference (VC) or Other Audio Visual Means (OAVM) and passing of Ordinary and Special resolutions by the companies under the Companies Act, 2013 read with Rues made thereunder -Extension of timeline

Seeks to bring in force provisions of Section 19(f) of the Competition (Amendment) Act, 2023

Modification in framework for valuation of investment portfolio of AIFs

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