29 三月 2024

Corporate Amicus: January 2024


Adjudication of penalties by Registrar of Companies: Scope and its ambit
By Noorul Hassan and Aman Gupta

Section 454 of the Companies Act, 2013 authorises the Registrar of Companies to impose penalties against any non-compliance or default committed by the company, officer who is in default or any other person as the case may be. The article in this issue of Corporate Amicus discusses a recent decision of the RoC, NCT, adjudicating penalty for violation under Section 89 (Declaration in respect of Beneficial Interest in any share) and Section 90 (Register of Significant Beneficial Owner in a company). Elaborately analysing the decision and its implications, the authors are of the view that the RoC has taken a stricter approach with respect to compliances, and various penalty orders have been passed concerning even minutest non-compliance. The authors though laud this stricter approach in the form of detailed investigation and inquiry pursuant to the good corporate governance practice but believe that the foundation for the same should not be built on the premise of unreasonableness.

Notifications and Circulars

  • Foreign investment in Alternative Investment Funds (AIFs) – SEBI Circular
  • Framework for Short Selling – SEBI Circular
  • Guidelines for AIFs with respect to holding their investments in dematerialized form and appointment of custodian – SEBI Circular
  • Ease of doing investments by investors – Facility of voluntary freezing/ blocking of trading accounts by clients – SEBI Circular
  • Risk Management and Inter-Bank Dealings – Hedging of foreign exchange risk – RBI Circular
  • Amendment to the Master Direction (MD) on KYC – RBI

Ratio decidendi

  • Resolution Professional under IBC Section 25(1) is empowered to reject the Committee of Creditors’ proposal for renewal of bank guarantee by Corporate Debtor – NCLAT, Chennai
  • Optionally Convertible Debentures are Financial Debt under Insolvency and Bankruptcy Code, 2016 – NCLAT, New Delhi
  • Committee of Creditors can decide on liquidation even without completing all the steps regarding resolution of Corporate Debtor – NCLAT, New Delhi
  • Disputes between parties cannot be referred to arbitration if the notice invoking same is ex-facie time-barred – Telangana High Court
  • Contract prohibiting right of contractor to seek damages for delay attributable to the employer is illegal and against public policy – Delhi High Court

News Nuggets

  • Acquisition of GVK’s power plant by the Punjab Government gets CCI nod
  • No progress on the digital competition law as the term of the committee ends
  • NCLT approves merger of Tata Metaliks with its parent entity
  • India and US set to increase engagement in order to address issues in the medical devices trade
  • CCI to probe further into the Minda–Pricol merger
  • IT rules set to be revised in order to tackle the issue relating to deepfakes
  • Greenwashing – ASCI introduces Guidelines

January 2024/Issue-148 January 2024/Issue-148

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