Janhvie Khele

Asian Legal Business will be hosting the 2nd edition of the ALB Legal & Technology Conference 2024, scheduled on 21st November in Bangalore, India. This event will gather a varied group of participants, including legal professionals, legal tech company representatives, private equity and venture capitalists, as well as startups and tech entrepreneurs. The conference aims to delve into the latest technological advancements and innovative disruptions, promoting collaboration and the exchange of fresh ideas within the fields of legal and technology. Looking Forward... #AsianLegalBusiness #ALBLegalTechConference #Bengaluru

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📢 NCLAT Ruling: Related Party Unsecured Financial Creditor Gets Priority Over Operational Creditor In a key judgment, i.e. Times Innovative Media Ltd. Vs. Pawan Kumar Aggarwal (Liquidator) & Anr dated 19.09.2024, the NCLAT has ruled that related party unsecured financial creditors (FCs) have priority over operational creditors (OCs) during liquidation under Section 53 of the IBC. 🔑 Key Ruling: The hon’ble NCLAT held that Section 53 does not distinguish between related and unrelated unsecured FCs, granting both higher priority over OCs in the liquidation distribution. This ruling reaffirms that financial debts take precedence over operational debts, even for related parties. #IBC #NCLAT #InsolvencyLaw #FinancialCreditors #CorporateLaw #Liquidation

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Are the proposed changes by the IBBI to grievance redressal and AFA timelines a timely step? Most certainly, says Bhuta Shah & Co. The proposed changes are much-needed for addressing key operational issues and procedural issues in the insolvency framework. For instance, relaxing the AFA timelines is crucial, as the current 45-day window does not account for the extensive compliance requirements. Furthermore, implementing digital tracking systems for compliance will help minimize administrative delays while boosting transparency and efficiency. #IBBIReforms #InsolvencyFramework #AFAChanges #GrievanceRedressal #DigitalCompliance #TransparencyInInsolvency #OperationalEfficiency #InsolvencyReforms #TimelyReforms #CorporateGovernance

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Legal world in the last 20-25 years has changed a lot with the majority of private run recognized colleges taking lakhs as fee for a five year LL.B course. I paid about Rs. 3000/- to complete my 3 year LL.B course from Campus Law Centre in early 1990s). I am always of the view that Education, Health and Judiciary should be state sponsored and free of cost. This can only provide an equal opportunity merit driven society. If fairness and equality has to prevail in the legal profession, then both the private colleges legal fee & online publicity needs to be taken care of by BCI.

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HC: REJECTS WRIT BY ESSEL'S AMIT GOENKA CHALLENGING SEBI-ORDER APPOINTING FORENSIC AUDITOR Bombay HC rejects writ petition filed by Mr. Amit Goenka (Petitioner - son of Essel Group Chairman Mr. Subhash Chandra Goenka), challening the SEBI order by which KPMG Assurance and Consulting Services (LLP/Auditor) was appointed as the Forensic Auditor with regard to the financial statements of Shirpur Gold Refinery (an Essel Group Co.), as also KPMG’s submitted Forensic Audit report, holds that the challenge raised to the appointment of the Forensic Auditor was merely for delaying the SEBI proceedings; Petitioner submitted that KPMG was not eligible to be called upon to submit a Forensic Report as it did not satisfy the eligibility criteria prescribed under the tender issued by SEBI, and moreover, appointment of a Forensic Auditor was an administrative order and hence no appeal could be filed for challenging the same, per contra, SEBI argued that the writ petition suffered from delay and laches, the remedy of appeal was available to the Petitioner and the challenge raised to the appointment of the Forensic Auditor was merely for delaying the proceedings; Noting that SEBI’s earlier interim order cum SCN had barred the Petitioner from selling/ disposing of/ diluting his shareholding in the company, for misrepresenting its financial statements and diverting its funds, HC opines that the current writ petition is not liable to be entertained on the ground that a belated challenge has been raised; HC further highlights that SEBI’s interim order has not been challenged till date by availing any statutory remedy by the Petitioner, and remarks that, “...much water has flown after issuance of the communication dated 13th September 2021 appointing KPMG as Forensic Auditor. We do not find any justifiable reason assigned by the Petitioner in the writ petition for the belated challenge being raised to the appointment of KPMG as Forensic Auditor. The submission that inspection of the records was given in September, 2023 and January 2024 by itself would not be of much avail in the present facts as a challenge could have been raised much earlier.”; Lastly, reiterating that the challenge to SEBI’s order has been raised belatedly for which there is no justifiable explanation and coupled with the fact that in the interregnum, an interim order has been already passed by SEBI which has gone unchallenged, HC asserts that it is not inclined to entertain the Petitioner’s challenge, however grants him liberty to pursue the matter before SEBI in accordance with law:HC BOM The order was passed by a Division Bench of Justice Rajesh S. Patil and Justice A.S. Chandurkar.

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Our partner, Soniya Putta, highlighted in her conversation with ETLegalWorld the pressing need for stricter enforcement of guidelines for the prevention of misleading advertisements. She discusses the order of the Supreme Court of India against Patanjali Ayurved and pointed out the gap between penalties for breaches and revenue generated by misleading advertisements, advocating for proportional deterrents to ensure compliance. She also stressed the importance of proactive prevention in safeguarding the public. You can read the entire Article at : https://lnkd.in/gjq3fVAF

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In the absence of Rules, should we comply with provisions of DPDP, Act 2023 In India, Acts and Rules are components of legislation that outline legal provisions and guidelines. 1. "Acts": Acts are primary legislation passed by the Parliament or State Legislatures. They set out the fundamental principles and framework of law on a particular subject. Acts are typically broader and provide the foundational legal structure. 2. "Rules": Rules are secondary legislation created under the authority of Acts to provide detailed procedures and regulations for implementing the provisions of the Act. Rules specify how the Act's provisions will be applied in practice. About compliance with the DPDP Act, 2023, when the Rules have not been notified: - for obligations under the Act companies and individuals should generally start complying with the requirements and obligations outlined in the Act itself once it comes into force. The Act's provisions, principles, and objectives become legally binding once it is enacted. - In the absence of notified Rules, compliance may be based on the text and intent of the Act itself. Companies should understand the Act's requirements, aim to align their practices with its objectives, and monitor for any interim guidelines issued by relevant authorities. - Once the Rules are notified, they will provide specific details, procedures, and mechanisms for compliance under the Act. Companies will need to adjust their operations accordingly to ensure full compliance with both the Act and its accompanying Rules. #DPDPAct2023 #PrivacyCompliance #dataprotectionboard

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Here comes 𝐏𝐚𝐫𝐭 𝐈𝐈 of the series, highlighting significant changes in the 𝐈𝐏𝐂 alongside corresponding 𝐁𝐍𝐒 𝐩𝐫𝐨𝐯𝐢𝐬𝐢𝐨𝐧𝐬.   Stay updated and informed on pivotal legal updates!  Download e-books of the New Criminal Laws here https://lnkd.in/g3SAj2QB 𝐃𝐨𝐧'𝐭 𝐦𝐢𝐬𝐬 𝐨𝐮𝐭 𝐨𝐧 𝐭𝐡𝐢𝐬 𝐮𝐩𝐝𝐚𝐭𝐞—𝐣𝐨𝐢𝐧 𝐮𝐬 𝐚𝐧𝐝 𝐬𝐭𝐚𝐲 𝐢𝐧𝐟𝐨𝐫𝐦𝐞𝐝! 𝐂𝐫𝐞𝐝𝐢𝐭𝐬: Bikash Jha Punya Gupta   #ipc #significantchanges #bnsprovisions #legalInsights #manupatra #legaltech #stayupdated

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CS Puja Pandey speaks to the #Indiaemployerforum about #secretarialcompliance and the role of technology in the compliance ecosystem. Read more: https://lnkd.in/gqajWemr #compliance #complianceinindia

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DPDP Act- Roles, Responsibilities & Compliances of Data Fiduciary. The Act is yet to be implemented, however, if we have a glance at its provision particularly on roles and responsibilities of Data Fiduciaries, it's a brilliant effort to upgrade India's Data Protection laws. What is important to see is Act provides for provision of DPO who would be playing a vital role as a grievance redressal person whose order would then be challenged before the Data Protection Board. Act does not provide qualification or necessary requirements as prior qualification for a DPO, it would be interesting to see when Rules comes in. Going further, Data fiduciaries to have an independent auditor who would be carrying audit of Data fiduciary time to time to have to check its security measures etc. Violation is subject to huge penalities. For more detail, refer to the attached document.

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Non Appointment of CS.!! In a recent development, the Registrar of Companies cum Official Liquidator, affiliated with the Rajasthan High Court, Jaipur Bench at Jaipur, took action against Prism Buildcon Private Limited and its directors for their failure to appoint a company secretary, as mandated by the Companies Act, 2013. The order, dated January 16, 2024, imposed penalties totaling ₹21.73 lakhs under Section 454 of the Companies Act, 2013, for contravention of Section 203(1) of the same Act, in conjunction with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. According to the pertinent provisions, certain categories of companies are required to have key managerial personnel, including a company secretary. Prism Buildcon Private Limited, however, neglected to appoint a company secretary, despite the obligation to do so. The position had been vacant since April 1, 2014, and was expected to be filled by September 30, 2014. The company's failure to adhere to this requirement constituted a breach of the relevant regulations. Show Cause Notices were issued to both the company and its defaulting directors on July 25, 2023, and October 23, 2023, respectively. Regrettably, no responses were forthcoming from the respondents. Consequently, an Adjudication Notice was served on December 18, 2023, setting a hearing for January 9, 2024. However, neither the company nor its directors were present for the hearing. Based on these circumstances, the adjudicating officer determined that Prism Buildcon Private Limited and its directors had indeed violated Section 203(1) of the Companies Act, 2013, coupled with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Consequently, they were held liable for penal action under Section 203(5) of the Companies Act, 2013. The penalties levied amounted to ₹21,73,000, to be borne from the personal funds of the individuals concerned and remitted through the Ministry of Corporate Affairs portal. The order also informed the respondents of their right to appeal within sixty days to the Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad, along with a certified copy of the order. It also underscored the repercussions of non-payment, which could include fines or imprisonment as specified by the Companies Act, 2013. Copies of the order were dispatched to Prism Buildcon Private Limited, its directors, and the Regional Director (NWR), MCA.

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As per #RBI circular dated January 31, #regulatedentities are advised to carry out a comprehensive review of the existing internal compliance tracking and monitoring processes and institute necessary changes to existing systems or implement new compliance systems latest by June 30, 2024. Deadline day approaches. Please reach out to us Lexplosion Solutions for implementing a new compliance system Komrisk. https://lnkd.in/g6ntwAET #deadline #rbi #circular #compliancesystem #monitoring #trackingcompliance #regulatedentities #housingfinance

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“𝑻𝒉𝒆 𝒆𝒓𝒂 𝒊𝒏 𝒘𝒉𝒊𝒄𝒉 𝒕𝒉𝒆 𝑪𝒐𝒎𝒑𝒂𝒏𝒚 𝑺𝒆𝒄𝒓𝒆𝒕𝒂𝒓𝒚 𝒐𝒄𝒄𝒖𝒑𝒊𝒆𝒅 𝒕𝒉𝒆 𝒑𝒐𝒔𝒊𝒕𝒊𝒐𝒏 𝒐𝒇 𝒂 𝒈𝒍𝒐𝒓𝒊𝒇𝒊𝒆𝒅 𝒄𝒍𝒆𝒓𝒌 𝒊𝒏 𝑪𝒐𝒎𝒑𝒂𝒏𝒊𝒆𝒔 𝒉𝒂𝒔 𝒆𝒙𝒑𝒊𝒓𝒆𝒅 𝒄𝒐𝒏𝒔𝒆𝒒𝒖𝒆𝒏𝒕 𝒖𝒑𝒐𝒏 𝒆𝒗𝒐𝒍𝒖𝒕𝒊𝒐𝒏 𝒐𝒇 𝒄𝒐𝒓𝒑𝒐𝒓𝒂𝒕𝒆 𝒈𝒐𝒗𝒆𝒓𝒏𝒂𝒏𝒄𝒆 𝒂𝒏𝒅 𝒕𝒉𝒆 𝒗𝒂𝒓𝒊𝒐𝒖𝒔 𝒄𝒐𝒎𝒑𝒍𝒊𝒂𝒏𝒄𝒆 𝒓𝒆𝒒𝒖𝒊𝒓𝒆𝒎𝒆𝒏𝒕 𝒊𝒏 𝒂 𝒄𝒐𝒎𝒑𝒍𝒆𝒙 𝒓𝒆𝒈𝒊𝒎𝒆 𝒔𝒐 𝒂𝒔 𝒕𝒐 𝒑𝒓𝒐𝒕𝒆𝒄𝒕 𝒕𝒉𝒆 𝒊𝒏𝒕𝒆𝒓𝒆𝒔𝒕 𝒐𝒇 𝒕𝒉𝒆 𝒄𝒐𝒎𝒑𝒂𝒏𝒚 𝒂𝒔 𝒘𝒆𝒍𝒍 𝒂𝒔 𝒊𝒕𝒔 𝒗𝒂𝒓𝒊𝒐𝒖𝒔 𝒔𝒕𝒂𝒌𝒆𝒉𝒐𝒍𝒅𝒆𝒓𝒔;” A recent order by Hon’ble NCLAT in the matter of Mayank Agarwal Vs. Technology Frontiers (India) Private Limited has become quite a topic for discussion in corporate law circles. For me, the reasons were a bit different. Hon’ble Members, in no uncertain terms, brought forward the growing role and expectation from the Company Secretary professionals. “𝑻𝒉𝒆 𝑪𝒐𝒎𝒑𝒂𝒏𝒚 𝑺𝒆𝒄𝒓𝒆𝒕𝒂𝒓𝒚 𝒊𝒔 𝒕𝒉𝒆 𝑺𝒆𝒄𝒓𝒆𝒕𝒂𝒓𝒚 𝒐𝒇 𝒕𝒉𝒆 𝑪𝒐𝒎𝒑𝒂𝒏𝒚; 𝒕𝒉𝒆 𝑺𝒆𝒄𝒓𝒆𝒕𝒂𝒓𝒚 𝒐𝒇 𝒕𝒉𝒆 𝑪𝒐𝒎𝒑𝒂𝒏𝒚 𝒊𝒔 𝒕𝒉𝒆 𝑺𝒆𝒄𝒓𝒆𝒕𝒂𝒓𝒚 𝒐𝒇 𝒕𝒉𝒆 𝑪𝒐𝒎𝒑𝒂𝒏𝒚; 𝒔/𝒉𝒆 𝒊𝒔 𝒏𝒐𝒕 𝒕𝒉𝒆 𝑺𝒆𝒄𝒓𝒆𝒕𝒂𝒓𝒚 𝒐𝒇 𝒔𝒉𝒂𝒓𝒆𝒉𝒐𝒍𝒅𝒆𝒓𝒔.” Only real enthusiasts and passionate lovers of corporate law would understand the difference between owing a responsibility towards an institution vs. that towards individuals. Hon’ble Tribunal further expounds: “S/He is appointed under the Companies Act pursuant to a Board Resolution in respect of which the appointment is given effect by filing the prescribed form with the Registrar of Companies, so as to ensure statutory compliances failing which he is the only Officer who receives the Show cause notice from the Registrar of Companies - so also the Company. S/He would be required to face the penal consequences in the event of failure of compliances. S/He is answerable to the violations of the compliance requirement. Needless to mention that 𝒔/𝒉𝒆 𝒊𝒔 𝒕𝒉𝒆 𝑾𝒂𝒕𝒄𝒉𝒅𝒐𝒈 𝒐𝒇 𝒑𝒓𝒐𝒕𝒆𝒄𝒕𝒊𝒏𝒈 𝒕𝒉𝒆 𝑷𝒓𝒊𝒏𝒄𝒊𝒑𝒍𝒆𝒔 𝒐𝒇 𝑪𝒐𝒓𝒑𝒐𝒓𝒂𝒕𝒆 𝑮𝒐𝒗𝒆𝒓𝒏𝒂𝒏𝒄𝒆 as well as the collective interest of all the stakeholders - so also the Company; of course s/he is not a blood hound. There is no idealistic overstatement in holding that Company Secretary is required to act not only with adequate diligence but with proper and necessary diligence while discharging his duties by sounding the knell in order to alert all concerned including the Board of Directors on occasions where he apprehends deviations from sound corporate principles and prudent governance practice in the best interest of the company and its stakeholders; s/he has to ensure the mandatory compliances by moving the Competent Authority, if not such compliances were failed at the behest of the Board or in the event of a lapse from the Board of Directors.” A clarion call for the profession, in my humble opinion!!

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A landmark decision. Emphasizing that a PE’s taxable income should be assessed separately, without necessarily attributing the global profits or losses of the non-resident entity to it. This interpretation underscores the importance of applying the specific provisions of the tax treaty to determine the taxability of PE activities. #tax #taxupdates #PEattribution #highcourt

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Changes in SEBI Regulations with respect to verification of market rumour: The Securities and Exchange Board of India (SEBI) has notified the provisions for mandatory verification of market rumour vide the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2024 and the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2024, effective from May 17, 2024. Summary of changes made: 1.    Top 100 listed entities and thereafter, the top 250 listed entities, with effect from June 01, 2024 and December 01, 2024, respectively, shall confirm, deny, or clarify the material price movement as may be specified by the stock exchanges, any reported event or information in the mainstream media which is not general in nature and which indicates that rumour of an impending specific event or information is circulating amongst the investing public, within 24 hours of the trigger. 2.    If the listed entity confirms any reported event or information within 24 hours of the trigger of material price movement, the effect on the share price due to this movement and confirmation may be excluded from the price calculation, as per the framework as may be specified by the Board, for transactions under the relevant SEBI regulations and any other pricing norms specified by SEBI and Stock Exchanges. 3.    Promoters, directors, key managerial personnel, and senior management of a listed entity must provide accurate and timely responses to queries or explanations sought by the entity to ensure compliance with regulation 30(11) for verifying market rumour. The entity must promptly disseminate these responses to the stock exchanges. 4. Unverified event or information reported in print or electronic media not to be considered as ‘generally available information’ under SEBI (Prohibition of Insider Trading) Regulations, 2015. For further details, visit my blog Corporate Law Insights. #CompanySecretary #CorporateLawInsights #SEBI

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The rules for enforcement of Digital Data Protection Act, 2023 is part of the 100 days agenda of the govt, will that be fulfilled? Regulation of AI, Digital India, overhauling of IT Act, continues to be speculated,

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𝐑𝐞𝐠𝐬𝐭𝐫𝐞𝐞𝐭 𝐋𝐚𝐰 𝐀𝐝𝐯𝐢𝐬𝐨𝐫𝐬 𝐀𝐜𝐡𝐢𝐞𝐯𝐞𝐬 𝐋𝐚𝐧𝐝𝐦𝐚𝐫𝐤 𝐕𝐢𝐜𝐭𝐨𝐫𝐲 𝐟𝐨𝐫 𝐚 𝐏𝐫𝐨𝐦𝐢𝐧𝐞𝐧𝐭 𝐌𝐞𝐫𝐜𝐡𝐚𝐧𝐭 𝐁𝐚𝐧𝐤𝐞𝐫 𝐢𝐧 𝐒𝐄𝐁𝐈 𝐏𝐫𝐨𝐜𝐞𝐞𝐝𝐢𝐧𝐠𝐬 Regstreet Law Advisors successfully represented Pantomath Capital Advisors Private Limited, a SEBI-registered Merchant Banker, before SEBI in allegations concerning (i) submission of incorrect data in the half-yearly report, (ii) non-appointment of a Compliance Officer, and (iii) submission of an unsigned (computer-generated signature) due diligence certificate to SEBI in IPOs. Following an inspection, SEBI alleged violations of the SEBI Merchant Bankers Regulations, 1992 (“𝐌𝐁 𝐑𝐞𝐠𝐮𝐥𝐚𝐭𝐢𝐨𝐧𝐬”) and applicable Circulars issued thereunder, seeking to impose a penalty under Section 15HB of the SEBI Act, 1992. We are pleased to inform that SEBI considered the detailed submissions, facts and circumstances and accordingly has disposed of the Show Cause Notice. This is a landmark order, intersecting the Companies Act, 2013; SEBI LODR Regulations; SEBI ICDR Regulations; and the MB Regulations. A copy of the SEBI order, as available on its website publicly, is enclosed. Regulatory law enthusiasts are encouraged to share their views with Regstreet Law Advisors at [email protected]. Sumit Agrawal Kavish Garach Aditi Sahu Anushka Fuke #SEBI #RegstreetLawAdvisors #MerchantBanker #SecuritiesLaw #Lawfirm #lawstudents #stockmarket

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