COMPANY LAW
Mergers & Acquisitions In India
In the competitive business world today, companies are always looking for ways to minimize costs and increase revenue. In this process, many times companies are amalgamated, merged, demerged, or converted into LLP or partnership firms for economies of scale, to increase in market share and to improve their business, and generally to plan their affairs. On the other hand, acquisitions provide a means of market expansion, diversification, synergy, and technology enhancement among other...
Reversal Of Input Tax Credit In Schedule-I Transactions (Without Consideration): Interplay Between Section 16(2) And Rule 37
Often transactions such as stock transfers, supply of corporate guarantee services, supply of technical and administrative services etc., between related parties (under GST) are carried out without any consideration. Since such supplies fall under the purview of Schedule-I of the CGST Act, the supplier is responsible to pay the applicable taxes to the Government. On the recipients' end, in terms of Section 16 of the CGST Act, the eligibility to avail the Input Tax Credit (“ITC”) would be subject...
Reversal Of Input Tax Credit In Schedule-I Transactions (Without Consideration): Interplay Between Section 16(2) And Rule 37
Often transactions such as stock transfers, supply of corporate guarantee services, supply of technical and administrative services etc., between related parties (under GST) are carried out without any consideration. Since such supplies fall under the purview of Schedule-I of the CGST Act, the supplier is responsible to pay the applicable taxes to the Government. On the recipients' end, in terms of Section 16 of the CGST Act, the eligibility to avail the Input Tax Credit (“ITC”) would be subject...
No Restriction On 'Serious Fraud Investigation' Against Company Owned By CM Pinarayi Vijayan's Daughter: Centre To Kerala High Court
The Central government has informed the Kerala High Court that there is no restriction on investigation by the Serious Fraud Investigation Office into Exalogic Solutions, an IT company owned by CM Pinarayi Vijayan's daughter, which is allegedly involved in CMRL bribery case.The company is alleged to have received kickbacks from Cochin Minerals and Rutile Ltd., without having rendered any...
Companies Act | Under Sec. 59, Registered Society Can't Seek Rectification Of Share Register Of Company's Members: NCLT Hyderabad
The National Company Law Tribunal (“NCLT”), Hyderabad Bench, comprising of Dr. N. Venkata Ramakrishna Badarinath (Judicial Member) and Shri Charan Singh (Technical Member), has held that a company petition filed by a Society registered under Andhra Pradesh Societies Registration Act, 2001, for rectification of share register of the members of a Company under Section 59 of the...
Companies Act | Under Sec. 59, Registered Society Can't Seek Rectification Of Share Register Of Company's Members: NCLT Hyderabad
The National Company Law Tribunal (“NCLT”), Hyderabad Bench, comprising of Dr. N. Venkata Ramakrishna Badarinath (Judicial Member) and Shri Charan Singh (Technical Member), has held that a company petition filed by a Society registered under Andhra Pradesh Societies Registration Act, 2001, for rectification of share register of the members of a Company under Section 59 of the...
Banks/NBFCs Not Obliged To Initiate Restructuring Process Before Classifying MSME Account As NPA Sans Application From MSME: Bombay High Court
The Bombay High Court recently held that banks and non-banking financial companies (NBFCs) are not obligated to initiate restructuring process before classifying accounts of Micro, Small, and Medium Enterprises as Non-Performing Assets (NPA) in the absence of any application from the MSMEs seeking restructuring.A division bench of Justice BP Collabawalla and Justice MM Sathaye held...
SFIO Not Barred From Investigating IPC Offences, Conducting 'Further Probe': Delhi High Court
The Delhi High Court has observed that the Serious Fraud Investigation Office (SFIO) is not barred from investigating offences under the Indian Penal Code, 1860, or conducting further investigation in accordance with law after the Investigation Report has been submitted.“From a conjoint and harmonious reading of the relevant provisions of the CrPC and the present Act, as quoted hereinabove,...
SFIO Not Barred From Investigating IPC Offences, Conducting 'Further Probe': Delhi High Court
The Delhi High Court has observed that the Serious Fraud Investigation Office (SFIO) is not barred from investigating offences under the Indian Penal Code, 1860, or conducting further investigation in accordance with law after the Investigation Report has been submitted.“From a conjoint and harmonious reading of the relevant provisions of the CrPC and the present Act, as quoted hereinabove,...
Non-Obstante Clause In S. 109A(3) Of Companies Act 1956 Doesn't Exclude Legal Heir From Claiming Securities Against Nominee: Supreme Court
The Supreme Court has held that the non-obstante clause in both Section 109A(3) of the Companies Act, 1956 & Bye-law 9.11.7 of the Depositories Act, 1996, does not exclude the legal heirs from their rightful claim over the securities, against the nominee.The sole purpose of the non-obstante clause is to allow the company to vest shares upon the nominee to the exclusion of any other...
Nomination Process Under Companies Act Does Not Override Succession Laws: Supreme Court
The Supreme Court has held that the nomination process under the Companies Act, 1956 (pari materia Companies Act, 2013) does not override succession laws. It is beyond the scope of the company's affairs to facilitate succession planning of the shareholder. In case of a Will, it is upon the administrator or executor under the Indian Succession Act, 1925, or in case of intestate succession,...
S.274 Companies Act | NCLT Can Only Direct Company & Not It's Shareholders To File Written Statement & Objections During Winding Up: Kerala HC
The Kerala High Court recently laid down that the National Company Law Tribunal (NCLT) can only direct the Company to file its objections along with the statement of affairs when a petition for winding up of the Company before the Tribunal had been filed by any person other than the Company itself. Justice C. Jayachandran, passed the order on perusing Section 274(1) of the Companies Act,...