To Transfer or Not to Transfer: An analysis of the Supreme Court’s decision in Action Ispat and Power Pvt Ltd v. Shyam Metallics and Energy Ltd

By Rukmini Mukherjee, lawyer based out of New Delhi and currently pursuing her LLM from Jindal Global Law School

The legal conundrum governing the position of at what stage winding up petitions pending before the High Courts (“ Company Court”) are to be transferred to the National Company Law Tribunals (“NCLTs”) have undergone various judicial pronouncements, debates and legislative amendments. The question of at what stage can a winding up petition be transferred has been recently dealt with by the Hon’ble Supreme Court in Action Ispat And Power Pvt. Ltd. Versus Shyam Metalics And Energy Ltd. This post will analyze this judgment in light of the provisions relating to winding up under the Companies Act 2013 to highlight how the same does not quite fit in within that framework.

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SEBI Clears Air Over Remuneration to Promoter-Executive Director

Gaurav Pingle, Practising Company Secretary

Remuneration or compensation to the directors of the company is one of the crucial aspects of corporate governance. The amount of remuneration or increase in the remuneration to directors is usually based on the profitability of the company and its performance for the corresponding financial year. By the amendments introduced by the Companies (Amendment) Act, 2019 and the Companies (Amendment) Act, 2020, the provisions relating to remuneration to non-executive directors / independent directors have been amended. Remuneration to promoter directors (executive directors or managing directors) has always been a matter of discussion.

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STRENGTHENING BOARDS THROUGH DIVERSITY – A TWO-SIDED MARKET THAT CAN BE EFFECTIVELY SERVICED BY INTERMEDIARIES

Akshaya Kamalnath, Lecturer, Auckland University of Technology

The current focus on the monitoring role of the board has come under much criticism. Independent directors play a significant role in this model. However, their ability to truly function independently has been rightly questioned in the last decade. Independent directors are impeded by two main problems: lack of access to relevant information, for which they are reliant on management; and the high likelihood of being captured (to varying degrees) by management. There have been various suggestions to fix these problems, ranging from enhancing board diversity to drastically reforming the current model of corporate boards.

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CORPORATE GENDER DIVERSITY IN INDIA – LOOKING BEYOND THE BOARD

Dr. Akshaya Kamalnath, Lecturer Auckland University of Technology

India’s regulatory intervention with regard to corporate diversity has focused exclusively on board gender diversity. It has required companies to have atleast one woman on its board. The relevant section of the Companies Act, 2013 is extracted below:

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