TagCompanies Act

Object Clause under the Companies (Amendment) Bill: A Flip-Flop

[Guest post by Naman Kamdar, a 5th year BA LLB student at National Law University Odisha] The Companies (Amendment) Bill, 2017 was introduced in Parliament to usher in more changes to the recently amended Companies Act, 2013 (the “Act of 2013”). The Bill seeks to make substantial changes in the pattern of trade and commerce in the country by liberalizing the procedures and requirements for...

McDonald’s Case: NCLT Decision on Oppression

[Guest post by Enakshi Jha, who is a graduate from NALSAR University of Law and is currently working at a corporate law firm in Mumbai] McDonalds India has recently been in the news for shutting down 43 of its 55 Delhi outlets.  The bone of contention leading to this event is the ongoing dispute between Mr. Vikram Bakshi  and McDonalds India Private Limited (“MIPL”). This case has clarified that...

Arbitrability of Oppression and Mismanagement in India

[Guest by Aishwarya Singh, 5th year student at Jindal Global Law School] Background Sections 241 and 242 of the Companies Act, 2013 (“CA, 2013”) provide the National Company Law Tribunal (“NCLT”) the present day authority to deal with the petitions pertaining to oppression and mismanagement. Under the previous Companies Act, 1956 (“CA, 1956”), this power was exercised by the Company Law Board...

The Companies Amendment Bill, 2017: Proposed Changes to Section 185

[Guest post by Amitabh Robin Singh, who is a corporate lawyer practising in Mumbai] With the Companies Amendment Bill, 2017 (“Amendment“) being passed by the Lok Sabha and sent to the Rajya Sabha, it would be pertinent to discuss one of the major changes proposed by the Amendment. The Amendment proposes to completely replace Section 185 of the Companies Act, 2013 (“2013...

Update on Layering of Subsidiaries

[The following guest post is contributed by Siddharth Raja, Senior Partner & National Executive Director, Argus Partners, Solicitors & Advocates.  Monica Umesh and Divya Mirlay, Associates of the Firm, assisted in the preparation of the post.  Views are personal and do not reflect or incorporate the views or positions of the Firm. Comments are welcome.] This...

Companies (Amendment) Bill Resurrected in an Altered Shape

Readers will recall that early last year the Government introduced the Companies (Amendment) Bill, 2016 (the “Amendment Bill”) in Parliament. This was in response to the report of the Companies Law Committee (CLC) that sought to address some issues that arose in the implementation of the Companies Act, 2013 (the “Act”). The theme of the legislative effort and the recommendations of the CLC were...

Layering of Subsidiaries: The Phoenix Rises Again?

[The following guest post is contributed by Siddharth Raja, Senior Partner & National Executive Director, Argus Partners, Solicitors & Advocates.  Monica Umesh and Divya Mirlay, Associates of the Firm, assisted in the preparation of the “Note on Objections” referred to below.  Views are personal and do not reflect or incorporate the views or positions of the Firm. Comments are...

Activism through Directors Elected by “Small Shareholders”

Recent news reports (here, here and here) have highlighted a shareholder proposal that has been initiated in preparation for the annual general meeting of Alembic Limited to be held on 28 July 2017. The shareholder in question is Unifi Capital Private Limited who is said (though not verified) to be holding 3% shares in Alembic. The proposal involves the election of a “small shareholder” director...

Reprimand or Warning Orders by NCLT

[Guest post by Rohit Sharma, Executive at Vinod Kothari & Co.] Background UW International Training & Education Centre for Health Private Limited voluntarily filed an application before the National Company Law Tribunal (‘NCLT’) with respect to a matter pertaining to section 56(2)(a) of the Companies Act, 2013 (the ‘Act’) for transfer and transmission of securities. In this regard...

Bombay High Court on the Permissibility of Shareholder Representative Suits

Bar & Bench yesterday reported that the Bombay High Court denied leave to certain shareholders of various Tata group companies to bring a representative suit that made certain legal claims in the aftermath of the ouster of Mr. Cyrus Mistry from the board of Tata Sons as well as other Tata group companies. The order of the court in Pramod Premchand Shah v. Rata Tata is now available. Facts and...

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