Author: CS Santosh Pandey

Holding of Annual General Meeting Amid COVID-19 Pandemic : A Critique to MCA Circular

Introduction Holding of Annual General Meeting (AGM) is a statutory obligation on every company. Pursuant to the provisions of Section 96 of the Companies Act, 2013 (hereinafter referred to as ‘2013 Act’) every company shall hold its AGM other than the first AGM within a period of 6 months from the closure of its date of the financial year. On the other hand, in the case of the first AGM the same must be conducted by the Company within a period of 9 months from the closure of the financial year. Also, the gap between two AGMs shall not be...

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Scenario Post Arbitral Award Impeding CIRP By Operational Creditor – A Critique

Introductory Note: On 4th December 2019, in the matter of ABB India Limited v. Resurgent Power Projects Limited, Hon'ble National Company Law Tribunal (NCLT), Chennai Bench ordered that filing of an application for challenging an Arbitral Award (Award) under Section 34 of Arbitration and Conciliation Act, 1996 (hereinafter referred as 'the Arbitration Law') after filing of an application for Corporate Insolvency Resolution Process (hereinafter referred as 'CIRP') by an Operational Creditor under Section 9 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred as 'IBC') does not establish the case of pre-existence of dispute and therefore, the application can be admitted.   [mkd_button size="" type="" text="Read Whole Article" custom_class="" icon_pack="font_awesome" fa_icon="" link="https://ibc.taxmann.com/fileopennew.aspx?id=105010000000017743&mode=home&page=ts&fbclid=IwAR3xYNHUM46pRt8k-ta_IBrsU0P2zetRZFXfJNiiVbcwkgYE9YpDhc-3Eno"...

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Discussion on Power of NCLT for Granting Extension of AGM

Pursuant to provisions of section 96(1) of the Companies Act, 2013 (hereinafter referred to as ‘2013 Act’) every company has to conduct an Annual General Meeting (AGM) every year. The timeline or due date to conduct such AGM depends upon the type of AGM the Company is conducting. As per Section 96(1), the first AGM of the Company shall be conducted within 9 months from the closure of the first financial year and subsequent AGM shall happen within a period of 6 months from the closure of the financial year.     [mkd_button size="" type="" text="Read Whole Article" custom_class="" icon_pack="font_awesome" fa_icon="" link="https://www.taxscan.in/discussion-on-power-of-nclt-for-granting-extension-of-agm/59478/" target="_blank"...

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Analysis of SAT order: The Canning Industries Cochin Ltd. v. SEBI- Preferential Allotment V. Public Issue

Manner of issuance of securities to select group of persons has always been a debatable topic. It has always been dubious that what compliances are required to be adhered to. Like, in case of issuance of preference shares Section 55 of the Companies Act, 2013 (hereinafter referred as '2013 Act') stipulates complete set of requirements and conditions to be fulfilled for its issuance, but at the same time Section 62 read with Rule 13 of the Companies (Shares Capital and Debentures) Rules, 2014 (hereinafter referred as Shares and Debenture Rules) becomes applicable in case it is convertible preference shares. And in cases,...

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MCA-CMS : WAY OF DEALING

Introduction In the year 2019, Ministry of Corporate Affairs has launched new monitoring system – ‘Ministry of Corporate Affairs-Compliance Monitoring System’ (‘MCA-CMS’), which is a step taken by the MCA towards the adoption of Artificial Intelligence and to deal with matters of non-compliance more effectively and expediently. In the Company Law Committee Report dated 18th November, 2019, wherein lot of changes have been introduced to enhance the concept of in-house Adjudication Mechanism, above monitoring system will play an effective role. It is pertinent to note here that MCA has de-criminalized many provisions in the Companies Act, 2013 (hereinafter referred to as ‘2013 Act’)...

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NOTE ON COMPANIES FRESH START SCHEME, 2020

Introduction In the midst of flow of various relaxation on compliance and postponement in enforcing various new provisions, Ministry of Corporate Affairs have introduced a much-needed scheme for the defaulting companies for their documents, return, records, etc. pending to be filed with MCA21 Registry irrespective of the year of default by availing the facility of Companies Fresh Start Scheme, 2020 [CFSS]. This scheme has been introduced by way of circular dated 30/03/2020 and includes various benefits for the defaulting companies as it waives off additional fees to be paid on account of delayed filing, introduced immunity clause against the prosecution or...

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IMMUNITY TO THE RESOLUTION APPLICANT UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016: A WELCOME STEP

Recently, in the matter of JSW Steel Limited V. Mahender Kumar Khandelwal & Ors., Hon’ble NCLAT has provided immunity to resolution applicant to the corporate debtor whose resolution plan has been approved by Committee of Creditor and Adjudicating Authority, against the confiscation of property by the Department of Enforcement. Department of Enforcement in the said matter has contended that the property/assets of the corporate debtor have been acquired by way of proceeds of crime and therefore they are having absolute authority to cease such properties and recover the amount.  In this matter, Hon’ble NCLAT  is of the view that new...

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ONE TIME REPORTING OF EXEMPTED DEPOSITS IN E-FORM DPT-3

INTRODUCTION On the verge of bringing new concepts, reporting mechanism and compliances, Ministry of Corporate Affairs introduced a new concept of reporting of exempted deposits and brought in the new sub-rule i.e. Sub-Rule (3) of Rule 16A through the Companies (Acceptance of Deposits) Amendment Rules, 2019 (hereinafter referred to as ‘Amended Deposits Rules’). The said Amendment has been made by way of notification dated 22.01.2019 duly issued by the Ministry. Prior to such notification Reporting of Exempted Deposits was no where required to be done anywhere except in the financial statements or annual filing documents. It seems that such reporting has...

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BANNING OF UNREGULATED DEPOSIT SCHEMES ORDINANCE, 2019 AND COMPANIES ACT, 2013-CONCEPTUAL COMPARISON

INTRODUCTION Recently the Ministry of Law and Justice with the consent of President of India has introduced an Ordinance namely Banning of Unregulated Deposit Schemes Ordinance, 2019 (hereinafter referred to as ‘Ordinance’) which deals with unregulated deposit scheme which are currently running in economy due to which lot of depositors or we can say investors are getting harmed by getting trapped into fraudulent activity or scheme of the deposit takers. The present Ordinance has been passed keeping in mind all the aspects and circumstances and clearly signifies the actual purpose of the Ordinance. In this article, we will be discussing the...

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