CAN DIRECTORS ALLOT SHARES TO NEW INVESTORS WITHOUT FIRST OFFERING THEM TO EXISTING SHAREHOLDERS ?

 CAN DIRECTORS ALLOT SHARES TO NEW INVESTORS WITHOUT FIRST OFFERING THEM TO EXISTING SHAREHOLDERS ?

 CASE:

M. Nandana Reddy v. Sri Lakshmi Narasimha Mining Co. (P) Ltd. & Ors.

NCLAT CHENNAI:

VIOLATION OF ARTICLES OF ASSOCIATION RENDERS SHARE ALLOTMENT NULL AND VOID

SHARE ALLOTMENT IN VIOLATION OF ARTICLES OF ASSOCIATION IS VOID – NCLAT CHENNAI

SUBJECT:

Illegal allotment of shares, violation of Articles of Association, oppression of minority shareholders and fiduciary duties of directors.

BACKGROUND AND FACTS OF THE CASE

The dispute arose in a closely held family-owned company.

·       The appellant originally held approximately 24% of the company's share capital.

·        The Board allotted 1,77,800 additional equity shares to two new shareholders, 88,900 shares each.

·       The allotment resulted in the new shareholders acquiring approximately 64% combined ownership.

·       The appellant's shareholding was diluted to approximately 8.64%.

·       The appellant contended that the company had failed to offer the additional shares to existing shareholders in accordance with Clause 5 of its Articles of Association.

·       The appellant challenged the allotment as illegal and oppressive under the Companies Act, 2013.

FINDINGS AND LEGAL REASONING OF NCLAT

·       A. Articles of Association are binding on the Board

·       The Tribunal relied on the Supreme Court judgment in Claude-Lila Parulekar v. Sakal Papers (P) Ltd., (2005) 11 SCC 73.

B. EXISTING SHAREHOLDERS MUST RECEIVE THE PRESCRIBED OFFER

Clause 5 of the company's Articles specifically required:

·       - An offer of new shares to existing shareholders of the same class.

·       - Proportionate entitlement based on paid-up share capital.

·       - Service of notice by registered post.

·       - A minimum acceptance period of 14 days.

·       - Freedom for the Board to dispose of the shares elsewhere only after rejection or expiry of the offer period.

·       The Tribunal found no evidence that the prescribed offer had been made.

·       Consequently, the allotment to the two new shareholders could not be legally sustained.

WHETHER LAW OF LIMITATION IS APPLICABLE IN THIS CASE?

The Tribunal rejected the respondents' limitation objection.

It held that the continuing adverse effect of the illegal allotment and resulting dilution of the appellant's shareholding could constitute a continuing course of oppression.

It relied on Surinder Singh Bindra v. Hindustan Fasteners (P) Ltd., (1990) 69 Comp Cas 718.

KEY TAKEAWAYS

1. NCLAT: Set aside the order passed by NCLT Bengaluru.

2. Allowed the appeal filed by M. Nandana Reddy.

3. Declared the impugned allotment of shares to the two allottees null and void.

4. Directed consequential corrections in the Register of Members within 30 days.

5. Made no order as to costs.

6. Section 62 Companies Act 2013 safeguards the rights issue of shares, pre-emptive rights of shareholders

# R V SECKAR, FCS, LLB 79047 19295,

CAN A PRACTISING COMPANY SECRETARY BE MADE A PARTY TO OPPRESSION AND MISMANAGEMENT PROCEEDINGS MERELY FOR CERTIFYING STATUTORY FORMS? NCLT GUWAHATI RULING IN BIMAN DEBNATH V. ABHISHEK GOENKA.

 CAN A PRACTISING COMPANY SECRETARY BE MADE A PARTY TO OPPRESSION AND MISMANAGEMENT PROCEEDINGS MERELY FOR CERTIFYING STATUTORY FORMS?

NCLT GUWAHATI RULING IN BIMAN DEBNATH V. ABHISHEK GOENKA.

LIABILITY OF A PRACTICING COMPANY SECRETARY

In the above case, the NCLT Guwahati Bench examined the professional responsibility and liability of a practicing Company Secretary in proceedings relating to oppression and mismanagement under Sections 241 and 242 of the Companies Act, 2013.

CAN A PRACTISING COMPANY SECRETARY BE DRAGGED INTO SHAREHOLDER DISPUTES SIMPLY BECAUSE HE CERTIFIED AND FILED STATUTORY FORMS?

The Tribunal held that mere certification or filing of statutory forms, without evidence of collusion, connivance, fraudulent intent or direct participation in the alleged acts, is insufficient to justify impleadment.

The PCS was not a director, KMP, shareholder, officer in default or person exercising control over the company's affairs.

NO PRIMA FACIE EVIDENCE

There was no prima facie material establishing his active involvement, collusion, fraudulent intent or direct participation in the alleged acts of oppression and mismanagement.

FINAL DECISION

The NCLT allowed the application filed by the Practicing Company Secretary and directed deletion of his name from the array of parties.

KEY TAKEAWAY

-Maintain proper professional records and supporting documents for every certification.

-Exercise due diligence before certifying statutory forms.

 

# R V SECKAR, FCS, LLB 79047 19295,

A BALANCE SHEET ENTRY CAN RESTART LIMITATION: SUPREME COURT'S IMPORTANT RULING

 A BALANCE SHEET ENTRY CAN RESTART LIMITATION: SUPREME COURT'S IMPORTANT RULING

YUSUF V. VIGYAPAN LOKE DELHI ADVERTISING CGHS LTD.,

In Yusuf v. Vigyapan Loke Delhi Advertising CGHS Ltd., reported as 2026 INSC 1207, decided on 06.11.2026, the Hon'ble Supreme Court examined the evidentiary significance of balance sheet entries and their effect on limitation under Section 18 of the Limitation Act, 1963.

IMPORTANT POINTS LINGERING YOUR MIND

·       Can a company escape liability merely because its balance sheet does not mention the creditor's name?

·       Should auditors pay greater attention to long-pending sundry creditor balances?

·       Can carrying forward an outstanding liability year after year affect the limitation period?

·       Can a bank reconciliation statement become critical evidence in civil litigation?

·       Are companies adequately reviewing old outstanding balances before approving annual financial statements?

SEVEN IMPORTANT LEGAL AND CORPORATE GOVERNANCE ANGLE

No.		Significance
1	Unnamed creditor	Express identification of creditor is not mandatory in every acknowledgment.
2	Successive balance sheets	Carry-forward entries may renew limitation when statutory conditions are met.
3	Bank reconciliation	Cheque details can connect an otherwise unidentified liability to a creditor.
4	Auditor's responsibility	Qualifications and explanatory notes require careful examination.
5	Section 18	Written acknowledgment must be made before expiry of limitation.
6	Order VII Rule 11 CPC	A court should not conduct a full evidentiary trial while deciding plaint rejection.
7	Corporate records	Financial disclosures can have consequences beyond accounting and auditing.

WHAT THE SUPREME COURT ESTABLISHED

- An acknowledgment need not expressly identify the creditor.

- No prescribed format is required.

- Surrounding circumstances may establish the subsisting jural relationship.

- Successive qualifying acknowledgments can generate fresh limitation periods.

A BALANCE SHEET IS NOT MERELY AN ACCOUNTING DOCUMENT. IT CAN ALSO BECOME A SIGNIFICANT LEGAL DOCUMENT.

The Supreme Court's decision in Yusuf v. Vigyapan Loke Delhi Advertising CGHS Ltd. (2026 INSC 1207) demonstrates why companies, directors, auditors and Company Secretaries must carefully examine outstanding liabilities and their supporting financial records.

A liability carried forward in successive financial statements may have consequences under Section 18 of the Limitation Act, 1963.

KEY TAKEAWAYS

Position this as a Corporate Governance and Financial Reporting case study, rather than merely a limitation-law judgment. This will make it relevant to Company Secretaries, CFOs, statutory auditors, directors and legal professionals.

The strongest takeaway is: An accounting entry may become a legal acknowledgment when the surrounding documentary evidence establishes the creditor–debtor relationship.

# R V SECKAR, FCS, LLB 79047 19295,

RBI FORM A2 UPDATE 2026

 RBI FORM A2 UPDATE 2026

WHAT IS RBI FORM-A2 UNDER FEMA

Form A-2 is required whenever an individual or entity in India wishes to make an outward remittance (send money) or purchase foreign exchange for non-trade (current account) transactions

REMOVAL OF REMITTANCE LIMITS:

 RBI Circular No. 23 dated 1 October 2026 reiterates that Form A2 can be submitted online or physically for cross-border foreign exchange remittances, irrespective of the transaction amount.

REVISED APPROVAL MECHANISM:

Authorized Dealer (AD) Category-I banks and AD Category-II entities can now frame internal guidelines with approval from their Board, Board Committee or Management Committee.

CONTINUED COMPLIANCE OBLIGATIONS:

AD banks must continue to ensure FEMA compliance, KYC verification, supporting documentation and applicable TDS requirements before processing outward remittances.

NEW INCOME TAX FORMS REPLACING FORM 15CA & 15CB:

 From 1 April 2026, Form 145 replaces 15CA and Form 146 replaces Form 15CB under the Income-tax Act, 2025. The applicable filing requirements and tax compliance obligations continue.

# R V SECKAR, FCS, LLB 79047 19295,

GST DEADLINE REMINDER THE DUE DATE FOR FILING GSTR-9 FOR FY 2025-26 IS 31ST DECEMBER 2026.

                                 GST DEADLINE REMINDER

THE DUE DATE FOR FILING GSTR-9 FOR FY 2025-26 IS 31ST DECEMBER 2026.

Taxpayers with aggregate turnover exceeding ₹5 crore must also file GSTR-9C, the self-certified reconciliation statement, by the same deadline.

GSTR-9 is mandatory for eligible taxpayers with turnover above ₹2 crore.

Taxpayers with turnover up to ₹2 crore are exempt, subject to applicable conditions.

All pending GSTR-1 and GSTR-3B returns must be filed before accessing GSTR-9.

GSTR-9 cannot be revised once submitted

# R V SECKAR, FCS, LLB 79047 19295,

DATE FOR DETERMINING ''FAIR MARKET VALUE'' FOR FURTHER ISSUANCE OF SHARES

 DATE FOR DETERMINING ''FAIR MARKET VALUE'' FOR FURTHER ISSUANCE OF SHARES

VIOLATION OF RULE 14 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014.

IN THE MATTER OF ROC, CHENNAI VS M/S VALUEPLUS TECHNOLOGIES PRIVATE LIMITED

Relevant Date for determining ''Fair Market Value'' of shares of the Company, as per the Valuation Report obtained from Registered Valuer, must be at least 30 days prior to the date of the General Meeting approving the issuance of equity shares.

However, the Company failed to do so, result in a violation of Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

Failure to file Valuation Report within 30 days from date of EGM resulted in ROC Chennai imposing a penalty of ₹15,000 on the company and its directors.

# R V SECKAR, FCS, LLB 79047 19295,

DIRECTOR'S REMOVAL WITHOUT MANDATORY SPECIAL NOTICE VIOLATES COMPANIES ACT

DIRECTOR'S REMOVAL WITHOUT MANDATORY SPECIAL NOTICE VIOLATES COMPANIES ACT

SH-4, THE SECURITIES TRANSFER FORM, WAS EXECUTED AND BORE THE PETITIONER'S SIGNATURE ON A DATE IN WHICH PETITIONER WAS NOT IN INDIA.

NCLT NEW DELHI FOR SUBH GUATAM  VS KREZON SPECIALTIES PRIVATE LIMITED

FACTS OF THE CASE

The petitioner, Shubh Gautam, challenged his removal as a director of Krezon Specialities Private Limited and questioned the validity of the transfer of his shares.

THE PRINCIPAL ALLEGATIONS WERE:

1.  ILLEGAL REMOVAL OF A DIRECTOR:

The company failed to establish that the petitioner had been served the requisite notice for the Extraordinary General Meeting (EGM) at which he was removed.

2.  QUESTIONABLE SHARE TRANSFER:

The petitioner disputed the execution and validity of the share transfer documents.

3.  DISPUTED FORM SH-4:

The securities transfer form was dated 5 August 2017 and purportedly carried the petitioner's signature.

4.  PETITIONER WAS OUTSIDE INDIA:

The petitioner produced flight tickets and immigration stamps establishing that he was outside India from 25 July 2017 to 6 August 2017.

Consequently, the Tribunal found that the petitioner could not have executed Form SH-4 in India on 5 August 2017, as alleged.

KEY FINDINGS OF NCLT

A. REMOVAL OF DIRECTOR WITHOUT SPECIAL NOTICE

The Tribunal held that Section 169 of the Companies Act, 2013 makes special notice mandatory for a resolution seeking removal of a director.

The company failed to produce evidence establishing that the petitioner had been duly served notice of the EGM.

The Tribunal therefore held that the removal was unlawful.

B. INVALIDITY OF SHARE TRANSFER

The Tribunal examined Form SH-4 and the supporting travel and immigration records.

The date of execution of Form SH-4 was 5 August 2017, whereas the petitioner's documentary evidence established that he was outside India on that date.

The Tribunal also considered the statutory requirements governing share transfers and the company's Articles of Association.

NCLT REFERRED SUPREME COURT VERDICT

The Tribunal also referred to the Supreme Court's decision in John Tinson & Co. Pvt. Ltd. & Ors. v. Mrs. Surjeet Malhan & Anr., (1997) 9 SCC 651, which held that the transfer of shares in a private limited company requires the prior sanction of its directors.

KEY TAKEAWAY

The case highlights two fundamental principles of corporate governance:

First: Procedural compliance under Section 169 is not a mere formality. It is a statutory safeguard against arbitrary removal of directors.

Second: The integrity of the register of members depends upon the authenticity of share transfer instruments. A company cannot disregard credible documentary evidence that puts the execution of a transfer instrument in doubt.

A Board resolution cannot override mandatory statutory safeguards under the Companies Act, 2013.

# R V SECKAR, FCS, LLB 79047 19295,