VIGNESH KUMAR - Qualified Company Secretary

A.     GOVERNING PROVISIONS : ·          Section 123 of the Companies Act, 2013 ·          Companies (The Companies (Declaration and Payment of Dividend) Rules, 2014) ·          Secretarial Standards 3 issued by the Institute of Company Secretaries of India. ( “SS-3”) ·          SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015   B.      MEANING OF DIVIDENDS : ·      Dividend : Section 2(35) of the Companies Act, 2013 read with SS-3 outlines that dividends shall mean such amounts appropriated out of the profits of the company or from the free reserves of the company when permitted, which shall be distributed to the members of the company as and when declared / recommended by the board of directors and as subsequently approved by the sh...

INTRODUCTION : The Securities and Exchange Board of India (hereinafter “SEBI” ) vide order dated 23 rd October 2020 debarred Birla Pacific Medspa Ltd. (hereinafter “the Company” ), its Directors and key managerial personnel (hereinafter collectively referred to as “the Noticees”) from accessing the securities market and dealing in securities directly or indirectly for a period of two years in connection with diversion, misutilisation and siphoning of funds raised through Initial Public Offer (“ IPO ”). This comes at the backdrop of the investigation by SEBI conducted during the period July 07, 2011 to July 15, 2011 (hereinafter “Investigation Period” ). It is an undisputed fact that investors and other stakeholders seek to channelize their funds in entities that throng and promote good governance practices not only in letter but in the spirit of law and the recent ruling by SEBI in case of the Noticees deploy one more reason to look back at the lacuna in corporate governance. Th...

  INTRODUCTION : The market regulator, Securities and Exchange Board of India (hereinafter “SEBI” ) vide order dated November 6, 2020 constricted itself from continuing adjudication proceedings against Shri Anantharaman Nallaperumal (hereinafter “ the Noticee / the deceased” ) in the matter of M/s Wisdom Agro Tech India Limited (hereinafter "the Company" ). The order passed by adjudicating authority elucidates the clarity on whether an adjudication proceeding would subsist on the deceased and his representatives considering the principles of equity and justice. FACTUAL BACKGROUND : The Noticee occupied the office as a director in the Company. It was established from the interim order passed by whole time member of SEBI dated December 10, 2014, that the Company was engaged in the conduct of channelizing funds from public that would come under purview of collective investment scheme. SEBI in this regard issued certain directions to the Company and its directors includin...