Topic
NCLAT upheld NCLT’s ruling that a 100% share transfer and property transfer were illegal for non-compliance with mandatory deed requirements under Section 56(1) Companies Act. The decision underscores the strict procedural compliance needed for share transfers to be legally valid.
The Securities Appellate Tribunal ruled that a director who has properly resigned cannot be penalized for post-resignation misconduct unless they retained de facto control or actively participated in the violations. This clarifies the boundary of accountability for former directors and protects compliant exiters from retrospective liability under SEBI’s enforcement regime.
Bombay High Court rules that directors lack inherent authority to bind a company in property transactions without a valid board resolution. Plaintiffs in specific performance suits must demonstrate both the director’s authority and their own readiness to perform to secure interim relief. The ruling reinforces corporate governance safeguards under the Companies Act, 2013, impacting shareholders, directors, and litigants in contract disputes.
NCLAT rules that interest-free loans from directors may qualify as financial debt under Section 5(8) of the Insolvency and Bankruptcy Code if they reflect a commercial borrowing effect, even without formal agreements. This expands the scope of financial creditors and impacts corporate governance and insolvency proceedings.
Calcutta High Court ruled that mere payment of penalty does not constitute compliance with Section 149 of the Companies Act, 2013, requiring appointment of a woman director. The Court held that the question of compliance is a triable issue necessitating substantive evidence, impacting corporate governance standards for unlisted companies.
The Calcutta High Court ruled that when a company’s board formally acknowledges unpaid salary, perquisites, leave encashment, and gratuity owed to a Managing Director-even if voluntarily deferred-those amounts become legally enforceable debts. This sets a critical precedent for corporate accountability, ensuring that board resolutions can override informal deferrals and protect executive compensation rights under contract law.