Tag: Company Law
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Ruling on Shareholder Rights to Inspect Company Records
[The following guest post is contributed by Dheeraj Kumar Sharma, who is a Manager at Vinod Kothari & Company] Introduction The Mumbai Bench of the Company Law Board (‘CLB’), through its order dated April 16, 2015 in the case of Mr. Anil Kumar Poddar v. Bonanza Industries Limited, dismissed the application of a shareholder who…
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Paper on Directors’ Duties and Stakeholder Interests
Mihir Naniwadekar and I have a working paper on SSRN titled “The Stakeholder Approach Towards Directors’ Duties Under Indian Company Law: A Comparative Analysis”, the abstract of which is as follows: Recognizing that common law does not cast any general duty upon directors towards non-shareholder constituencies, legislatures have sought to formulate a tolerable solution to…
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Amendments to the Companies Incorporation Rules
[The following guest post is contributed by Bhushan Shah and Neha Lakshman from Mansukhlal Hiralal & Company. The views expressed in the article are personal.] The Ministry of Corporate Affairs (MCA) has notified the Companies Incorporation (Third Amendment) Rules, 2016 by way of a notification in the official gazette on 27 July 2016. This update…
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Risk Management and Corporate Governance
The current edition of the NSE Quarterly Briefing is on “Risk Management and the Board of Directors in Indian Firms” and is drafted by Professor Afra Afsharipour. The executive summary is as follows: – Enterprise Risk Management (“ERM”) is a systematic and holistic approach for firms to address all their risks, whether operational, strategic or…
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Supreme Court Resolves Conflict Between Companies Act and SICA
[The following guest post is contributed by Aditi Jhunjhunwala, who is a partner at Vinod Kothari & Co. The author can be contacted at aditi@vinodkothari.com.] In a recent ruling in the case of Madura Coats Limited v. Modi Rubber Ltd. & Anr., the question before the Supreme Court on appeal was: where an order for…
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Bidding Goodbye to Creditors’ Voluntary Liquidation
[The following post is contributed by Vinod Kothari of Vinod Kothari & Co. The author may be contacted at vinod@vinodkothari.com] Voluntary winding up under the Companies Act, 1956 has been segregated into two different types, i.e. members’ voluntary winding up and creditors’ voluntary winding up. But the Companies Act, 2013 eliminated distinction between members’ voluntary…
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National Company Law Tribunal Constituted: A Phased Induction
Although the Companies Act, 2013 was enacted nearly three years ago, significant parts of the legislation were not brought into force. These related to the role of the National Company Law Tribunal (NCLT). Although the NCLT was conferred legislative status as early as 2002 (under the Companies Act, 1956), it did not see the light…
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Interim Dividends – Is the Confusion Clearing?
[The following guest post is contributed by Siddharth Raja and Neeraj Vyas, who are Founding Partner and Associate respectively of Samvad Partners. Views are personal, and comments are welcome] The concept of ‘interim dividend’ was only introduced into the Indian companies statute in 2000 — that was legislative recognition of a move that had started to…
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Messer Holdings: Supreme Court Refuses to Decide on the Enforceability of Share Transfer Restrictions
As we have previously discussed on several occasions (here and here), the question of enforceability of share transfer restrictions in Indian companies has been a vexed one. Although the Bombay High Court has sought to bring about some resolution of the issues in its leading judgments of Messer Holdings v. Shyam Madanmohan Ruia and Bajaj…
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Private Companies Subsidiaries of Overseas Holding Companies — Changes in Companies (Amendment) Bill, 2016
[The following guest post is contributed by Siddharth Raja, Founding Partner of Samvad Partners. Views are personal, and comments are welcome] In an earlier blog post, I had examined in detail the issue whether Indian “private” companies that are subsidiaries of foreign or overseas bodies corporate retain their incorporation status for all purposes of the 2013…
