NCLT BENGALURU: SHAREHOLDERS CANNOT REPRESENT A COMPANY IN COURT WITHOUT AUTHORISATION

 NCLT BENGALURU: SHAREHOLDERS CANNOT REPRESENT A COMPANY IN COURT WITHOUT AUTHORISATION

NCLT,BENGALURU VS SHREE BASAVESHWARA SUGARS LIMITED

KEY FINDING:

The NCLT Bengaluru Bench held that share ownership does not automatically entitle shareholders to represent a company in court or initiate litigation on its behalf without proper authorization.

IMPORTANT FACTS:

Five shareholders holding a combined 22% stake in Shree Basaveshwara Sugars Limited sought permission to challenge an arbitral award of ₹52.71 crore, alleging that the management had failed to contest it effectively.

ANALYSIS:

 The Tribunal rejected the shareholders’ claim to represent the company, clarifying that shareholding and a pending mismanagement case do not, by themselves, confer authority to conduct litigation on the company’s behalf.

IMPACT:

Shareholders cannot independently assume the company’s legal representation merely because they hold a substantial stake or disagree with management’s litigation decisions; proper corporate authorization is essential.

CONCLUSION / ACTION REQUIRED:

Companies should ensure that court proceedings are pursued by duly authorized representatives in accordance with applicable law and corporate governance procedures; shareholders seeking to challenge management decisions must use legally recognized remedies rather than assume authority to act for the company.

#R V SEKAR FCS, LLB 79047 19295

ITAT PUNE ALLOWS ₹1.70 LAKH TAX REFUND: DTAA RIGHTS PREVAIL OVER PROCEDURAL DEADLINES

ITAT PUNE ALLOWS ₹1.70 LAKH TAX REFUND: DTAA RIGHTS PREVAIL OVER PROCEDURAL DEADLINES

- KEY FINDING:

In Varun Hemant Keskar vs. ITO (ITA 133/PUN/2026), ITAT Pune reportedly ruled on 12 October 2026 in favour of an NRI seeking a refund of ₹1.70 lakh in capital gains tax paid in India.

- IMPORTANT FACTS:

 Varun Hemant Keskar, an NRI residing in Singapore, held a valid Singapore Tax Residency Certificate for FY 2023–24 and claimed exemption under Article 13(5) of the India–Singapore DTAA; his revised-return deadline had expired.

- ANALYSIS:

The reported ruling treats DTAA relief as a substantive legal right and recognises that a fresh legal claim may be raised at the appellate stage, relying on Pruthvi Brokers & Shareholders (Bombay High Court) and Anushka Sanjay Shah (Mumbai ITAT).

- IMPACT:

The decision could help eligible NRIs challenge Indian capital gains tax assessments where treaty relief was not claimed in the original return; however, eligibility depends on the treaty wording, transaction details and applicable law.

- CONCLUSION / ACTION REQUIRED:

 NRIs who have paid tax potentially inconsistent with an applicable DTAA should review their Tax Residency Certificate, transaction records and treaty eligibility, and seek professional advice on the appropriate refund or appellate remedy; the specific ruling and its details should be verified against the official ITAT order before relying on it.

#R V SEKAR FCS, LLB 79047 19295,

NCLT AHMEDABAD BLOCKS IMPERSONATION AND FRAUD AND UHOLDS SHAREHOLDER RIGHTS: 250 SHARES RESTORED UNDER SECTION 59 OF COMPANIES ACT 2013

 NCLT AHMEDABAD BLOCKS IMPERSONATION AND FRAUD AND UHOLDS SHAREHOLDER RIGHTS: 250 SHARES RESTORED UNDER SECTION 59 OF COMPANIES ACT 2013

ANOOPAMA SHAH VS BOSCH HOME COMFORT INDIA LIMITED (NCLT AHMEDABAD),

1.  NCLT AHMEDABAD ALLOWED THE APPEAL:

The Tribunal allowed Anoopama Shah’s appeal for rectification of the register of members concerning 250 shares under Folio No. 007448.

2. ORIGINAL SHAREHOLDING:

The appellant stated that she had purchased the shares jointly with her husband between 1991 and 1994 and retained the original share certificates numbered 14639, 4781 and 34943.

3. ALLEGED IMPERSONATION AND FRAUD:

When the appellant submitted the original certificates for dematerialization in March 2019, she discovered that duplicate certificates had already been issued and the shares transferred and dematerialized. She alleged that an impersonator used forged documents to alter shareholder records and transfer the shares to Bimal Kumar Shah.

4. COMPANY’S DEFENSE:

The Company and its registrar and share transfer agent denied liability, asserting that they had followed the applicable procedures. They also raised objections regarding limitation, maintainability and the difficulty of restoring dematerialized shares.

5. REGULATORY AND CRIMINAL PROCEEDINGS:

The respondents relied on the closure of the appellant’s SEBI SCORES complaint and the absence of criminal proceedings against the alleged impersonator as part of their defense.

6. STATUTORY FRAMEWORK:

The Tribunal considered Section 59 of the Companies Act, 2013, concerning rectification of the register of members, and Rule 70(5) of the NCLT Rules, 2016, which empowers it to determine questions of title necessary for rectification.

7. JUDICIAL PRECEDENTS AND CONCLUSION:

The Tribunal considered Supreme Court and NCLAT decisions recognizing rectification jurisdiction in cases involving alleged impersonation, irregular issuance of duplicate share certificates, disputed facts and subsequent dematerialization. It ultimately allowed the appeal for rectification of the register concerning the 250 shares.

#R V SEKAR FCS, LLB 79047 19295,

NEW FEATURES ON MCA PORTAL WHICH PROFESSIONALS HAVE TO KNOW

 NEW FEATURES ON MCA PORTAL WHICH PROFESSIONALS HAVE TO KNOW

1. LANGUAGE SELECTION OPTION

The new pop-up allows users to select their preferred language upon logging into the portal. While this is aimed at increasing accessibility across diverse regions.

It may make the portal more user friendly and inclusive.

CONCERNS

Its deployment during the peak annual filing season (for forms like AOC-4 and MGT-7) has faced criticism from professionals dealing with existing technical glitches and slow portal processing.

2. INTEGRATED TIMER FEATURE

The portal has introduced a live time-based element to track active user sessions and specific filing windows.

STRICT SESSION LIMITS:

This feature acts as a security and server-management check, reminding users of their remaining time to complete a transaction or form step.

TIPS FOR PROFESSIONALS

ü Keep all documents ready before login

ü Use only one tab browser

ü Complete the filings sequentially within the timer window

ü Save data often and Keep backups

ü Monitor the timer and plan your submission in time

ü Ensure stable Internet connection

ü It allows only one active session at a time. No multi-tab filings.

#R V SEKAR FCS, LLB 79047 19295,

50% PENALTY IS NOT APPLICABLE TO SMALL COMPANIES IF THEY ARE HOLDING AND SUBSIDIARY COMPANIES OF A SMALL COMPANY

 50% PENALTY IS NOT APPLICABLE TO SMALL COMPANIES IF THEY ARE HOLDING AND SUBSIDIARY COMPANIES OF A SMALL COMPANY

SECTION 446B: 50% PENALTY FOR SMALL COMPANIES, WITH A CATCH

Section 446B lets the Adjudicating Officer impose not more than half the specified penalty on a small company, One Person Company, startup or producer company, subject to a maximum of ₹2 lakh for the company and ₹1 lakh for each officer. The ROC order shows it working: ₹3 lakh became ₹1.5 lakh, and ₹50,000 became ₹25,000.

THE ROC ORDER SHOWS THE CATCH.

50% PENALTY IS NOT APPLICABLE TO HOLDING AND SUBSIDIARY COMPANIES OF SMALL COMPANIES

 A small company under Section 2(85) is a private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore (thresholds effective 1 December 2025), but the definition excludes holding and subsidiary companies. A startup with an Indian subsidiary, or a company that is itself a subsidiary of a foreign parent, therefore does not get the half-penalty, however small its numbers. Group structure, not size, decided the outcome.

WHO ELSE QUALIFIES

Beyond small companies, Section 446B covers One Person Companies, producer companies and startup companies recognized by the Central Government.

A DPIIT-RECOGNISED STARTUP

 A DPIIT-recognized startup that is a subsidiary of a foreign parent is a useful example: it fails the small company test because it is a subsidiary, but it can still claim half-penalty relief as a startup. Mention every applicable category in the reply to the show cause notice, with supporting documents such as the DPIIT certificate.

#R V SEKAR FCS, LLB 79047 19295,

NFRA PENALTY FOR NON-REPORTING OF AS VIOLATIONS

 NFRA PENALTY FOR NON-REPORTING OF AS VIOLATIONS

An engagement partner has been penalized not for a wrong audit opinion — but for staying silent about AS 11, AS 19 and Schedule III violations, he observed.

If a CA’s work papers do not document the disposition of every identified AS/ Ind AS deviation, then it is now considered as a failure to report a regulatory disclosure.

#R V SEKAR FCS, LLB 79047 19295,

WHY THE INSTITUTIONAL NOMINEE DIRECTORS WAS ALSO BOOKED FOR PROMOTOR’S FRAUD BY MADRAS HIGH COURT?

 WHY THE INSTITUTIONAL NOMINEE DIRECTORS WAS ALSO BOOKED FOR PROMOTOR’S FRAUD BY MADRAS HIGH COURT?

The Madras High Court refused to prematurely dismiss nominee non-executive directors (representing institutional investors like CDC) from the liability suit.

 However, the High Court did vacate the interim asset-freezing orders previously placed on these specific nominee directors due to a lack of direct operational culpability in the SFIO report.

#R V SEKAR FCS, LLB 79047 19295,