On 1st March 2021, SEBI published a consultation paper “Review of Regulatory Provisions related to Independent Directors” proposing a slew of measures relating to independent directors (IDs) being appointed on board of a Listed entity. The paper which solicits comments and suggestions from stakeholders and public is aimed at streamlining various aspects of independent directors – appointment, removal, remuneration, role in committees etc. An insight into the same.
The Law Tree
Edition 66
March has been mixed bag of events. Even as India rolled out the world’s largest Covid vaccination drive in a bid to end the pandemic, there has been a steady spike in Covid cases giving rise to concern of a possible second wave of cases with new strains of the virus. As the number of citizens getting vaccinated steadily increase, there is also a considerable chunk of the public who are averse to taking the vaccination. Amidst all this, governments, financial institutions and regulatory authorities are working overtime to bring back stability to the economy.
IBC Cases
A monthly update of the most significant cases on insolvency and bankruptcy and its resolution
What's Brewing
Social Media & OTT: Regulating Over-the-Top Content
Recently, the central government released regulations for governing the hitherto unregulated OTT and social media platforms.
An Over the top (OTT) media service is a service offered / availed directly via the internet. One does not need the conventional set up of television, cable network, dish or satellite, set top box for streaming or viewing content through OTT. An internet connection will suffice. For this a fixed subscription has to be paid by the viewers. They can be accessed through computers – desktops, laptops, smart phones, tabs, smart TVs and even video gaming consoles. Netflix, Amazon Prime, YouTube, Disney Hotsar and the several such other streaming services come under the ambit of OTT platforms. Facebook, WhatsApp, Instagram and Twitter are the major social media platforms.
Circulars & Notifications
Learn about this month’s circulars and notifications brought out by the MCA, FEMA, SEBI & RBI.
Circulars
Nil
Notifications
February 03, 2021
Risk-Based Internal Audit (RBIA)
February 05, 2021
Loans and advances to directors, their relatives, and firms / concerns in which they are interested
February 12, 2021
Investment in NBFCs from FATF non-compliant jurisdictions
February 18, 2021
Master Direction on Digital Payment Security Controls
February 26, 2021
Investment by Foreign Portfolio Investors (FPI) in Defaulted Bonds – Relaxations
Circulars
February 02, 2021
Setting up of Limited Purpose Clearing Corporation (LPCC) by Asset Management Companies (AMCs) of Mutual Funds
February 05, 2021
Master Circular for Depositories
February 09, 2021
Revised disclosure formats under Regulation 7 of SEBI (Prohibition of Insider Trading) Regulations, 2015
The Verdict
No Cheque Dishonour Cases can be filed or Continued against Corporate Debtors under Negotiable Instruments Act:
During Moratorium Period under the IBC
On 1st March 2021, a three Judge bench comprising Rohinton F Nariman, Navin Sinha and KM Joseph ruled that cheque dishonour cases cannot be instituted or continued against companies which are under insolvency proceedings under the Insolvency and Bankruptcy Code (IBC).
In a 120-page judgement, the bench was unambiguous in stating that criminal proceedings for cheque dishonour u/s 138 of the Negotiable instruments Act 1881 (NI Act) are “quasi criminal” in nature. They further added that section 138 of NI Act is a “civil sheep” in a “Criminal wolf’s” clothing. A look at the salient points of the case.
Apex Rulings
Apex Rulings look at the Supreme Court Judgments that have profound bearing on the society.
Go Figure
Counterfeiting in India:
It's Related Statistics
Counterfeiting currency notes is a thriving illegal business. Did you know punishment for offence of counterfeiting is fine and imprisonment? Go Figure the statistics of trial, pending cases and States that that rank high on this business.
Lawtitude
Japanese Law on Surname:
A Debate between Culture and Freedom
In this world, women represent almost half of the population and contribute equally to growth and development, however, they are still being subjugated and are treated unfairly. Primarily, the essential reasons for such unequal treatment are the human-made laws and customary practices which are influenced by the ideas of male supremacy and patriarchy resulting in keeping women on a different and lower pedestal. One such example of an unfair law that promotes male supremacy and restricts the autonomy of women is the law on surname in Japan which mandates the married couple to share the same surname.
Legal-ease
Legal words that are not as difficult as they sound. Know their meaning and use them appropriately!
Kist
In Hindu law, a stated payment ; installment of rent
Impaired Capital
Condition of business when the surplus account shows a negative balance and hence the capital is reduced below its value from when the stock was issued.
Jubere
In civil law, to order, direct,or command. The word jubeo (I order), in a will, was called a “word of direction”, was distinguished from “precatory words”. To assure or promise. To decree or pass a law.
Landlocked
An expression applied to a piece of land belonging to one person and surrounded by land belonging to the other persons, so that it cannot be approached except over their land. Access to such land will normally be via an easement from the surrounding landowner.
Infographic
Caged Canaries in Coal Mines:
Law to Protect Whistle-Blowers
This infographic depicts all you need to know about Whistle Blowers Protection Act, 2014.
Lawlipop
Important legal and other news having a bearing on society depicted in a fun quirky way!
Lawtiquette
CJI: Don’t address SC Judges as “Your Honour”
Framed
Disqualifying bespectacled candidates from work that can be done wearing glasses is violative of Article 14 of the Constitution
(P)Review
Your regular dose of a movie, TV show and a book all based on law to keep you entertained and thinking at the same time!
Movie
12 Angry Men (1957)
A classic courtroom drama, the movie is an adaptation of a teleplay. The film revolves around members of a jury who are deliberating the offence of murder by an 18 year old with a troubled past. The young man is accused of stabbing his father to death in rage. After closing arguments by both sides, 12 members of the jury are clustered into a room to hand over their verdict.
Of the 12 members of the jury, each known only by their number, all (except one) are convinced that the young man is guilty of murdering his father based on circumstantial evidence and neighbour’s witness testimonies. Juror 8 (played brilliantly by Henry Fonda) thinks the man is not guilty.
Juror 8 encourages the remaining jury members to discuss the case in detail. Reluctantly, the jury agrees. As they begin discussing and deliberating, the jurors keep changing their mind on the guilt of the accused as they are forced to look at details they initially did not consider. Their morals and values are questioned and their strong diverse personalities threaten to derail the process of justice. Slowly, but finally all jury members are convinced that the young man is not guilty.
Debutant director Sidney Lumet’s had the onerous task of directing a host of Academy award winners and nominees. The courtroom drama was remade as a movie in 1997. The film is regarded as a modern classic and one of the America’s greatest films of all time.
Book/Novel
The Emperor of Ocean Park
by Stephen L Carter (2002)
The debut novel from Yale law professor turned author Stephen Carter, the story is a fiction story centred on the sudden suspicious death of celebrated Judge Oliver Garland. Judge Garland was brilliant legal mind, famous and controversial. So, when he dies suddenly leaving a note to his son Talcott, a law professor, it heralds the start of a tumultuous journey of unravelling the mystery where all that Talcott has is at stake – profession, family and even his life.
Is the mystery connected to Judge Garland’s failed Supreme Court nomination due to a scandal? Read the book. Unravel the puzzle.
Stephen’s debut fiction novel was on the bestselling books in 2002 for 11 weeks and also won awards and nominations. A must read.
TV Series
Harry's Law (2011-12)
From the house of David E Kelly, attorney turned producer and writer of hit legal shows such as Boston Legal, Boston Public, Chicago Hope to name a few. The legal comedy series ran for two seasons and revolved around a fired patent lawyer who was brilliant but lost the plot to turn her attention to being a criminal defence attorney. With a few friends, she starts a practice from a once shoe store. Lawyers have a great sense of humour too.
Nothing can dim the light which shines from within. – Maya Angelou
Readers' Corner
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