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May 2017

Corporate Amicus: March 2017

Article

Winding Up – Legal position under Companies Act, 2013 vis-à-vis Insolvency and Bankruptcy Code, 2016

Companies Act, 2013 has been amended by Insolvency and Bankruptcy Code, 2016. The amendment now defines the term “winding up” as “winding up under this Act or liquidation under the Insolvency and Bankruptcy Code, 2016.” The article in this issue of Corporate Amicus hence summarizes the current legal position for different modes of winding up of a company pursuant to enforcement of said provisions and Chapter XX of the Companies Act. Deliberating on various situations like winding up on inability to pay debts, or otherwise and cases of voluntary winding up, the author discusses transfer of winding up proceedings from High Court to Tribunal in all the mentioned situations. According to the author, it will be interesting to see how the Tribunal deals with fresh applications under the new provisions, and pending cases transferred from High Courts, Company Law Board and Board for Industrial and Financial Reconstruction.

 

Notifications & Circulars

  • Companies (Incorporation) Rules, 2014 amended to revise format of certificate of incorporation – Format to state PAN of the company along with its CIN
  • Voluntary liquidation process - Insolvency and Bankruptcy Board of India issues draft regulations
  • Mutual Fund investments in InvITs and REITs capped - SEBI (Mutual Funds) Regulations, 1996 amended
  • Preferential issue of shares pursuant to a scheme approved by NCLT not covered under ambit of Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
  • Scheme for merger of wholly owned subsidiary with holding company can be filed before Court/Tribunal without obtaining observation/no-objection letter from stock exchange
  • Integrated Reporting by listed entities – SEBI advises top 500 listed entities to adopt principles of integrated reporting
  • Exchange Listing Control Mechanism – SEBI clarifies procedures
  • Multilateral and Regional Financial Institutions where India is a member country, permitted to invest in Rupee denominated bonds
  • FDI policy on investment in stock exchanges relaxed – Consolidated FDI Policy Circular revised
  • FPI investment in unlisted non-convertible debentures/bonds - SEBI (Foreign Portfolio Investors) (Second Amendment) Regulations, 2017 notified

 

Ratio decidendi

  • Breach of promise of ‘assured returns’ in a simple sale/purchase agreement of property would not qualify as ‘financial debt’ in absence of any consideration for time value of money – NCLT

 

March, 2017/Issue-66 March, 2017/Issue-66

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