SEBI SETTLEMENT REGULATIONS, 2026 — WHAT IS NEW?
SEBI has notified the SEBI
(Settlement of Administrative and Civil Proceedings) Regulations, 2026,
introducing a revised framework for resolving eligible administrative and civil
proceedings through settlement.
The regulations replace the 2018 settlement framework, subject to transitional provision with effect from 6 November 2026.
#R V SEKAR FCS,LLB 79047 19295,
SALE CERTIFICATE ISSUED BY DRT IN AUCTION SALE THE REGISTRATION WITH THE REGISTRAR IS NOT COMPULSORY SAYS MADYAPRADESH HIGH COURT IN SUKH SAGAR AGRO INDUSTRIES Vs PUNJAB NATIONAL BANK & OTHERS
WHETHER RESIGNATION OF INDEPENDENT DIRECTOR GAUTAM DOSHI FROM SUN PHARMACEUTICAL INDUSTRIES LTD WITHOUT SIGNING HIS RESIGNATION LETTER AND NOT AFFIXING HIS DSC AND INTIMATION TO THE COMPANY THROUGH HIS LAWYER IS VALID UNDER THE COMPANIES ACT 2013?
·
Unsigned
resignation letter + no DSC + sent only by lawyer → Not valid compliance under
Section 168.
·
The
director must personally sign (physical or digital) the resignation notice.
·
Intimation
through a lawyer without authorization is insufficient.
·
Until a
proper resignation is filed, Gautam Doshi would continue to be shown as
director in MCA records.
LEGAL FRAMEWORK
Section
168(1), Companies Act, 2013
·
A director
may resign by giving a notice in writing to the
company.
· The resignation takes effect from the date the notice is received by the company or the date specified in the notice, whichever is later.
Rule 15 of Companies
(Appointment and Qualification of Directors) Rules, 2014 says
· The company must file Form DIR‑12 with the
Registrar within 30 days of receiving the resignation.
· The resigning director may also forward a copy of the
resignation to the Registrar in Form DIR‑11 (though after 2017 amendment, filing DIR‑11 is
optional for the director).
· Key Compliance Questions
· Form of Resignation:
· The law requires a written notice. It does not mandate
that the director must sign with a Digital Signature Certificate (DSC). A
physical signature or even an authenticated communication can suffice.
· However, if the resignation is sent through a lawyer without the director’s own signature, the company may question its validity unless the lawyer is expressly authorized (via power of attorney or mandate).
MODE OF INTIMATION:
· Resignation must be personally communicated by the
director. Courts have generally held that a resignation is a unilateral act —
once communicated, it is effective. But communication through a lawyer without
the director’s signature raises doubts about authenticity.
JUDICIAL VIEW
Courts (e.g., Moti Ram v. Param Dev, SC) have emphasized that resignation
is effective once communicated, even without acceptance.
Resignation of an Independent
Director must be personally signed and communicated. A lawyer’s intimation
without signature/DSC is not valid under the Companies Act, 2013.
JUDICIAL PRECEDENTS
|
CASE |
COURT |
PRINCIPLE
ESTABLISHED |
|
Moti
Ram v. Param Dev (SC) |
Supreme
Court |
Resignation
is a unilateral act effective upon communication to competent
authority. |
|
Dr.
J.S. Gambhir v. Millennium Health Institute & Diagnostics (P.) Ltd. |
Delhi
HC |
Resignation
effective once communicated; acceptance not required. |
|
S.S.
Lakshmana Pillai v. ROC |
Madras
HC |
Resignation
is unilateral unless Articles specify otherwise. |
|
Latchford
Premier Cinema Ltd. v. Ennion and Paterson [1932] 2 Comp. Case 106 (CD) |
UK
precedent often cited |
Even
verbal resignation accepted if Articles permitted; Indian law now requires written
resignation. |
|
T.
Murari v. State of Tamil Nadu |
Madras
HC |
Communication
of intention is sufficient; board cannot refuse. |
KEY TAKEAWAY
However, in corporate practice, unsigned or unauthenticated letters are
treated as irregular. The ROC may also raise objections if DIR‑12 is filed
based on such a document.
#R V SEKAR FCS,LLB 79047 19295,
LOAN RECEIVED FROM A LENDER HELD REPAYABLE AS DEPOSIT UNDER COMPANIES ACT HELD BY NCLT, ALLAHABAD.
Company’s own balance sheets continued to disclose the amount as
Long-Term Borrowings and it cannot refuse to repay the loan.
A company cannot retain funds admittedly received as loan and then refuse
repayment by contending that the lender was not its member.
Companies cannot avoid loan repayment obligations merely by raising technical objections regarding the status of the lender.
NCLT ALLAHABAD VS. DHANRAJ BUILDWELL PRIVATE LIMITED
Companies cannot avoid loan repayment
obligations merely by raising technical objections regarding the status of the
lender.
M/s Dhanraj
Builders advanced around ₹2.33 crore to Dhanraj Buildwell Private Limited in
2014 as financial assistance for its business operations. Except for a partial
repayment of ₹5 lakh, the balance amount remained unpaid.
The lender
approached NCLT seeking repayment under Sections 73 and 74 of the Companies
Act, 2013.
The
borrower opposed on the following grounds
The amount
was not a deposit under the Companies Act.
The lender
was not a member of the company and therefore could not invoke Section 73(4).
The NCLT
held that:
·
Money
received by the company as a loan fell within the definition of deposit under
Section 2(31), as it did not fall under any prescribed exclusion.
·
The alleged
repayment was not proved, particularly when the company’s own balance sheets
continued to disclose the amount as Long-Term Borrowings.
·
A company
cannot escape repayment merely because the amount was received from a
non-member.
The NCLT
directed the company to repay the outstanding amount along with applicable
interest within 30 days.
#R V SEKAR
FCS,LLB 79047 19295,
GST RETURN REFORMS FROM APRIL 2027
WHAT ARE THE KEY PROPOSED
CHANGES?
·
New
Electronic Statement for Reverse Charge Mechanism (RCM)
·
A Mechanism
to Correct Tax Liability
·
Invoice-Level
Details in Form GST DRC-03
·
Improvements
to the Invoice Management System (IMS)
·
Electronic
Credit Reversal and Reclaim Statement
·
Correction
Mechanism for ITC Reporting
IF IMPLEMENTED EFFECTIVELY, THE CHANGES COULD HELP:
·
Reduce
mismatches between reported tax liabilities and ITC.
·
Minimise
avoidable demand notices and system-generated intimations.
·
Improve the
accuracy of ITC reversal and reclaim reporting.
·
Strengthen
reconciliation between supplier-reported invoices and recipient ITC claims.
· Make GST return filing more consistent and transparent.
#R V SEKAR
FCS,LLB 79047 19295,
CAN DEPRECIATION BE CLAIMED ON GOODWILL, BRANDS AND DISTRIBUTION NETWORKS RECOGNIZED FOR THE FIRST TIME DURING A DEMERGER?
The Kolkata ITAT examined this important question in Tata Consumer
Products Ltd. vs. ACIT
Yes, Depreciation was allowed on goodwill, brands and distribution
networks recognized upon demerger, although these assets were not recorded in
the demerged company’s books.
The Finance Act, 2021 amended the Income-tax Act to exclude goodwill from
depreciable intangible assets with effect from AY 2021–22.
The Tribunal allowed depreciation for AY 2020–21 under the law applicable
to that year.
The ruling distinguishes between assets already included in the demerged
company's depreciable block and intangible assets identified and valued for the
first time when the resulting company acquires the business for consideration.
R V SEKAR FCS,LLB 79047 19295
WRONGFUL CESSATION OF A DIRECTOR AND APPOINTMENT OF ANOTHER DIRECTOR THROUGH FILING FORM DIR-12 ONLY DESPITE THERE BEING NO RESIGNATION, NO BOARD RESOLUTION OR VALID APPOINTMENT.
COMPANY CAME TO KNOW APPOINTMENT AND CESSATION OF DIRECTORS THROUGH EMAIL
FROM MCA
BRIJSONS HOTEL PRIVATE LIMITED & ANR. VS UNION OF INDIA & ORS.
(CALCUTTA HIGH COURT)
The private respondents questioned maintainability of the writ petition
because proceedings were pending before the NCLT and referred to Rule 11
concerning verification of supporting documents in cases of vacation or removal
of directors.
Under the second proviso to Rule 10(1), the Registrar has authority to
examine an e-form filed through the straight through process upon receipt of
information or a complaint even after its filing
Plaintiff has relied Rule 11 of the Rules, 2014 and submits that in the
event of vacation or removal of directors before approving or invalidating form
no. DIR-12, the Registrar shall verify the documents as to correctness of
contents and whether adequate supporting documents namely, copy of board
resolution, copy of notices sent for calling board meeting or copy of minutes
of board of directors reflecting voted for or against.
Calcutta High Court directed the Registrar of Companies (ROC) to consider
within four weeks the representation filed by Brijsons Hotel Private Limited
and another petitioner challenging the alleged wrongful cessation of a director
and appointment of another director through Form DIR-12.
The petitioners alleged that cessation of Rajeev Nain Mishra as director
and appointment of Parvati Mishra, both with effect from 6 January 2026,
had been recorded through DIR-12
despite there being no resignation, board resolution or valid appointment.
IMPORTANT POINT TO CONSIDER
The
petitioners only discovered the change through an MCA portal email dated 20 Jan
2026. Who has filed the DIR-12 in the MCA portal using the login and password
of the company?
STRAIGHT‑THROUGH PROCESSING (STP):
ROC argued that e‑forms like DIR‑12 are auto‑approved under STP, with responsibility lying on the authorized signatory and professional certifying the form.
|
Issue |
Court’s Position |
Compliance Implication |
|
Resignation under Sec. 168 |
Must be in
writing and filed; absence invalidates cessation. |
Companies
must retain resignation letters and file DIR‑12 correctly. |
|
Board Resolution |
Mandatory
for appointment/removal. |
Minutes
and resolutions must be properly recorded. |
|
DIR‑12 Filing |
STP
approval does not validate fraudulent filings. |
Certifying
professionals bear liability; ROC must act on complaints. |
|
ROC’s Role |
Cannot
remain passive; must adjudicate representations. |
Companies
can seek redress if wrongful filings occur. |
KEY TAKEAWAY
The Calcutta High Court reinforced that wrongful cessation/appointment of
directors via DIR‑12 without statutory backing is invalid, and ROC must
actively adjudicate such complaints. This case is a strong precedent for
challenging fraudulent filings under the Companies Act, 2013.
# R V
Seckar, FCS,LLB 79047 19295,
