Dividend shall be declared or paid by the company out of the profits

of the company only after providing for depreciation in accordance

with provisions of sub-section 2.
New insertion by Companies (Amendment ) Act, 2017
Provided that in computing profits any amount representing
unrealised gains , notional gains or revaluation of assets and any
change in carrying amount of an asset or of a liability on
measurement of the asset or liability at a fair value shall be
substituted .

I.e. Rule 3, the word reserves has been substituted by free reserves
i.e. in case of inadequate or absence of profits company can declare
dividends out of accumulated profits earned by it in the previous
years and transferred by the company to the free reserves after
fulfilling the conditions of Rule 3.

The Board of Directors of a company may declare interim dividend

during any financial year or at any time during the period from
closure of financial year till holding of the annual general meeting
out of the surplus in the profit and loss account or out of profits of
the financial year for which such interim dividend is sought to be
declared or out of profits generated in the financial year till the
quarter preceding the date of declaration of the interim dividend:
Provided that in case the company has incurred loss during the
current financial year up to the end of the quarter immediately
preceding the date of declaration of interim dividend, such interim
dividend shall not be declared at a rate higher than the average
dividends declared by the company during immediately preceding
three financial years.
Tribunal upon receiving the application for reopening of account was
required to give notice to CG, Income Tax Authorities, SEBI or any
other statutory regulatory body or authorities concerned. Now after
authorities concerned, the words any other persons concerned shall
also be inserted.
It has also been newly inserted in Section 130 that -
Reopening order cannot be made in respect to Books of Accounts
relating to a period earlier than eight financial years immediately
preceding the current financial year unless CG has given the direction
under Section 128(5) to keep books of accounts for more than 8
years.

1. Power of NFRA to impose penalty on CA/CA firm for

professional or other misconduct-
Individuals-Min 1 lakh rupees and Max 5 times of fees received
Firms-Min 5 lakh rupees and Max 10 times of fees
received.(earlier it was 10 lakh).
2. Any person aggrieved by the order of NFRA may prefer an appeal
before the Appellate Tribunal in such manner and on payment of
such fee as may be prescribed.
3. 132(6) to (9) have been omitted.

1. the words and figures "Without prejudice to the provisions of

section 101," shall be omitted;
2. Inserted by Companies(Amendment) Act, 2017
"Provided that if the copies of the documents are sent less than
twenty- one days before the date of the meeting, they shall,
notwithstanding that fact, be deemed to have been duly sent if it is
so agreed by members—
(a) Holding, if the company has a share capital, majority in
number entitled to vote and who represent not less than
ninety- five per cent. of such part of the paid-up share capital
of the company as gives a right to vote at the meeting; or
(b) Having, if the company has no share capital, not less than
ninety- five per cent. of the total voting power exercisable at
the meeting.
3. for the fourth proviso, the following provisos shall be
substituted, namely:—
'Provided also that every listed company having a subsidiary or
subsidiaries shall place separate audited accounts in respect
of each of subsidiary on its website, if any.
4. Inserted by Companies(Amendment) Act, 2017
(a) Provided also that a listed company which has a foreign
subsidiary and where such foreign subsidiary is statutorily
required to prepare consolidated financial statement under
any law of the country of its incorporation, the requirement
of this proviso shall be met if consolidated financial
statement of such foreign subsidiary is placed on the website
of the listed company;
(b) Provided also that a listed company which has a foreign
subsidiary and where such foreign subsidiary is not required
to get its financial statement audited under any law of the
country of its incorporation and which does not get such
financial statement audited, the holding Indian listed
company may place such unaudited financial statement on its
website and where such financial statement is in a language
other than English, a translated copy of the financial
statement in English shall also be placed on the website.’;

Earlier, the appointment of auditor was to be ratified every year at

the AGM. Now the requirement of ratification has been removed.
 If the auditor does not comply
Minimum fine- Rs 50,000 or Audit fees whichever is lower.
Maximum fine-Rs 5,00,000.

In section 141 of the principal Act, in sub-section (3), for clause (i),
the following clause shall be substituted, namely:—
a person who, directly or indirectly, renders any service referred to
in section 144 to the company or its holding company or its
subsidiary company.

1. Sub-section (1) – The auditor of the holding company shall also

have the right of access to the records of all its subsidiaries and
associate companies in so far as it relates to the consolidation of
its financial statements with that of its subsidiaries. {The word
associate company has been newly inserted}.
2. Sub-section (3)- in clause (i), for the words "internal financial
controls system", the words "internal financial controls with
reference to financial statements" shall be substituted.
3. In sub-section (14), in clause (a), for the words "cost accountant in
practice", the words "cost accountant" shall be substituted.

For Contravention Punishment for Auditor for Measures to ensure

of Section 139 to Contravention of Section prompt payment of
146 139,143,144 or 145 damages
Punishment for Minimum Fine:Rs.25000 1. The Central
the company Maximum Fine: Government shall, by
Minimum Rs.5,00,000 or four times notification, specify
Fine:Rs.25000 the remuneration of any statutory body or
Maximum auditor whichever is less. authority or an officer
 Fine:Rs.5,00,000 If a contravention is for ensuring prompt
Punishment for committed knowingly or payment of damages
Officer in default wilfully with the to the company.
Minimum intention to deceive the 2. Such body, authority
Fine:Rs.10,000 company or its or officer shall pay
Maximum shareholders or creditors damages to such
Fine:Rs.1,00,000 or tax authorities, then company or persons.
or punishment shall be 3. File a report with
Maximum a) Maximum the Central
Imprisonment:1 imprisonment:1 year Government in respect
year and of making such
b) Minimum damages in such
Fine:Rs.50,000 manner as may be
c) Maximum specified in the said
Fine:Rs.25,00,000 or notification.
eight times the
remuneration of the
auditor whichever is
less.
New insertion-in case of
criminal liability of an
audit firm, in respect of
liability other than fine,
the concerned partner or
partners, who acted in a
fraudulent manner or
abetted or, as the case
may be, colluded in any
fraud shall only be liable.

In various places across Section 148 the words “Cost Accountant” in

practice has been substituted by Cost Accountant.
Section 447 Amount involving at least ten lakh rupees or one percent of
the turnover of the company, whichever is less
Minimum imprisonment=6 months(3 years if public
interest is involved)
Maximum imprisonment=10 years &
Fine
Minimum=Amount involved in Fraud(100%)
Maximum=3 times of Amount involved(300%)
Amount involving less than ten lakh rupees or one percent
of the turnover of the company, whichever is less , and does
not involve public interest
Imprisonment for a term which may extend to five
years or
With fine which may extend to twenty lakh rupees or
Both.

1. Earlier it was provided in Section 152(3) that

“No person shall be appointed as a director of a company unless
he has been allotted the Director Identification Number. Now the
words “or such number as may be prescribed under Section 153
has been added. Similarly in Section 152(4) it was provided that
“Every person proposed to be appointed as a director by the
 company in General Meeting or otherwise, shall furnish his
Director Identification Number. Now the words “or such number
as may be prescribed under Section 153 has been added.
2. New proviso has been inserted in Section 153
“Provided that the CG may prescribe any identification number
which shall be treated as DIN for the purposes of this Act and in
case any individual holds or acquires such identification number,
the requirement of this section shall not apply or apply in such
manner as may be prescribed.”
3. New proviso has been inserted in Section 160
The requirement of deposit of amount shall not apply in case of
appointment of independent director or a director recommended
by Nomination and Remuneration Committee, if any, constituted
under Section 178 or a director recommended by the Board of
Directors of the company, in case of a company not required
constituting Nomination and Remuneration Committee.
4. Amendment in Section 161(2)
Earlier it was provided in Section 161(2) that “ The BOD of a
company may, if so authorised by its articles or by a resolution
passed by the company in general meeting, appoint a person not
being a person holding any alternate directorship for any other
director of the company. Now the words “or holding
directorship in the same company has been added.” It implies
that a person who is already a director in the company cannot
become an alternate director for any other director.
5. Amendment in Section 165
Now while counting the limit of directorship of twenty
companies, the directorship in dormant company shall not be
included.
1. Amendment in Section 180
In Section 180(1)(c ) , for the words “paid up capital and free
reserves” , the words” paid up capital ,free reserves and
securities premium” shall be substituted.

2. Amendment in Section 184

Penalty in case of contravention of Section 184(1) or (2)-
Imprisonment up to 1 year or Fine which may extend up to
one lakh rupees, or both.(Minimum penalty of Rs 50,000 has
been removed)
Substitution of clause b of Section 185(5)
“Section 185 shall not apply to any contract or arrangement
entered into or to be entered into between two companies
and one or more bodies corporate where any of the directors
of the one company or body corporate or two or more of them
together holds or hold not more than two percent of the paid
up share capital in the other company or the body corporate.

3. Section 194 and 195 shall be omitted.

1. Amended definition of KMP-Section 2(51)
“Key managerial personnel “ in relation to a company means
(i) Chief Executive Officer or Managing Director or
Manager;
(ii) Company Secretory;
(iii) Whole Time Director;
(iv) Chief Financial Officer ;
(v) Such other officer, not more than one level below the
directors who is in whole- time employment,
designated as KMP by the Board; and
(vi) Such other officer as may be prescribed

In Section 236(4) , (5), and (6) , the words transferor

company shall be substituted by “company whose shares are
being transferred”.
 Insertion of Section 446 A
The court or the Special Court , while deciding the amount of fine or
imprisonment under this Act , shall have due regard to the following
factors , namely :
(a) Size of the company;
(b) Nature of business carried on by the company;
(c) Injury to public interest;
(d) Nature of the default; and
(e) Repetition of the default .

Section 247-Valuation by Registered Valuers

Where a valuation is required to be made in respect of any
property, stocks, shares, debentures, securities or goodwill or any
other assets (herein referred to as the assets) or net worth of a
company or its liabilities under the provision of this Act, it shall be
valued by 2[a person having such qualifications and experience and
registered as a valuer in such manner, on such terms and
conditions as may be prescribed] and appointed by the audit
committee or in its absence by the Board of Directors of that
company.
The valuer appointed under sub-section (1) shall,—
make an impartial, true and fair valuation of any assets which
may be required to be valued;
exercise due diligence while performing the functions as valuer;
make the valuation in accordance with such rules as may be
prescribed; and
not undertake valuation of any assets in which he has a direct
or indirect interest or becomes so interested at any time
 3[during a period of three years prior to his appointment as
valuer or three years after the valuation of assets was
conducted by him.]
If a valuer contravenes the provisions of this section or the rules
made thereunder, the valuer shall be punishable with fine which
shall not be less than twenty-five thousand rupees but which may
extend to one lakh rupees.
However if the valuer has contravened such provisions with the
intention to defraud the company or its members, he shall be
punishable with imprisonment for a term which may extend to one
year and with fine which shall not be less than one lakh rupees but
which may extend to five lakh rupees.

Where a valuer has been convicted under sub-section (3), he shall be

liable to—
refund the remuneration received by him to the company;
and
pay for damages to the company or to any other person
for loss arising out of incorrect or misleading statements
of particulars made in his report.

Eligibility under Registered Valuer

A person shall be eligible to be a registered valuer if he-
Is a valuer member of a registered valuers organisation; {i.e. who
possess the requisite qualification and experience}
Is recommended by the registered valuers organisation of which he is a
valuer member for registration as a valuer;
Has passed the valuation examination under rule 5 within three years
preceding the date of making an application for registration under rule
6;
Possesses the qualifications and experience as specified in rule 4;
Is not a minor;
Has not been declared to be of unsound mind;
Is not an undischarged bankrupt, or has not applied to be adjudicated
as a bankrupt;
Is a person resident in India;
Has not been convicted by any competent court for an offence
punishable with imprisonment for a term exceeding six months or for
an offence involving moral turpitude, and a period of five years has not
 elapsed from the date of expiry of the sentence:
Provided that if a person has been convicted of any offence and
sentenced in respect thereof to imprisonment for a period of seven
years or more, he shall not be eligible to be registered;
Has not been levied a penalty under section 271J of Income-tax Act,
1961 (43 of 1961) and time limit for filing appeal before Commissioner
of Income- tax (Appeals) or Income-tax Appellate Tribunal, as the case
may be has expired, or such penalty has been confirmed by Income-tax
Appellate Tribunal, and five years have not elapsed after levy of such
penalty; and
Is a fit and proper person

Application for certificate of registration

An individual eligible for registration as a registered valuer under
rule 3 may make an application to the authority in Form-A of
Annexure-II along with a non- refundable application fee of five
thousand rupees in favour of the authority.
A partnership entity or company eligible for registration as a
registered valuer under rule 3 may make an application to the
authority in Form-B of Annexure-II along with a non-refundable
application fee of ten thousand rupees in favour of the authority.
The authority shall examine the application, and may grant twenty
one days to the applicant to remove the deficiencies, if any, in the
application.
The authority may require the applicant to submit additional
documents or clarification within twenty- one days.
The authority may require the applicant to appear, within twenty
one days, before the authority in person, or through its authorised
representative for explanation or clarifications required for
processing the application.
If the authority is satisfied, after such scrutiny, inspection or inquiry
as it deems necessary, that the applicant is eligible under these
rules, it may grant a certificate
.
Conditions of Registration
at all times possess the eligibility and qualification and experience
criteria as specified under rule 3 and rule 4;
at all times comply with the provisions of the Act, these rules and the
Bye-laws or internal regulations;
in his capacity as a registered valuer, not conduct valuation of the
assets or class(es) of assets other than for which he/it has been
registered by the authority;
take prior permission of the authority for shifting his/ its
membership from one registered valuers organisation to another;
take adequate steps for redressal of grievances;
maintain records of each assignment undertaken by him for at
least three years from the completion of such assignment;
comply with the Code of Conduct of the registered valuer
organisation of which he is a member;

Temporary surrender of registration certificate

A registered valuer may temporarily surrender his registration certificate
in accordance with the bye-laws or regulations, as the case may be, of
the registered valuers organisation and on such surrender, the valuer
shall inform the authority for taking such information on record.
A registered valuers organisation shall inform the authority if any valuer
member has temporarily surrendered his/its membership or revived his/
its membership after temporary surrender, not later than seven days
from approval of the application for temporary surrender or revival, as
the case may be.
Every registered valuers organisation shall place, on its website, in a
searchable format, the names and other details of its valuers members
who have surrendered or revived their memberships.
Section 248-Power of Registrar to remove name of company
from register of companies
(1) Circumstances where ROC can remove the name of companies-
(a) A company has failed to commence its business within a year of its
incorporation
(b) Omitted
(c) A company is not carrying on any business or operation for a period
of two immediately preceding financial years and has not made any
application within such period for obtaining the status of a dormant
company under Section 455, he shall send a notice to the company
and all the directors of the company, of his intention to remove the
name of the company from the register of companies and requesting
them to send their representations along with copies of the relevant
documents, if any, within a period of thirty days from the date of
notice.

(2) A company may after extinguishing all its liabilities, by a Special

Resolution or the consent of seventy -five percent members in terms of
paid up share capital, file an application in the prescribed manner to
the Registrar for removing the name of the company from the register
on all or any of the grounds specified in sub-section 1. However, sub-
section (2) shall not apply to a company registered under Section 8.

Section 249-Restrictions on making application under Section 248

in certain situations
(1) An application under Sec 248(2) on behalf of a company shall not be
made if, at any time in the previous three months, the company-
(a) Has changed its name or shifted its registered office from one state
to another;
(b) Has made a disposal for value of property or rights held by it,
immediately before cesser of trade or otherwise carrying on of
business, for the purpose of disposal for gain in the normal course of
trading or otherwise carrying on of business;
 (c) Has engaged in any other activity except the one which is necessary
or expedient for the purpose of making an application under that
section, or deciding whether to do so or concluding the affairs of the
company, or complying with any statutory requirement;
(d) Has made an application to the Tribunal for the sanctioning of a
compromise or arrangement and the matter has not been finally
concluded; or
(e) Is being wound up under Chapter XX of this Act or under the
Insolvency and Bankruptcy Code, 2016.

Section 251-Fraudulent application for removal of name

(1) Where it is found that an application by a company under sub-
section (2) of Section 248 has been made with the object of evading
the liabilities of the company or with the intention to deceive the
creditors or to defraud any other persons, the persons in charge of
the management of the company shall, notwithstanding that the
company has been notified as dissolved-
(a) be jointly and severally liable to any person or persons who had
incurred loss or damage as a result of the company being notified as
dissolved; and
(b) be punishable for fraud in the manner as provided in Section 447.

Section 252-Appeal to Tribunal

Situation 1-Person aggrieved by an order of the Registrar
Any person aggrieved by an order of the Registrar, notifying a company as
dissolved under Section 248, may file an appeal to the Tribunal within a
period of three years from the date of the order of the Registrar and if the
Tribunal is of the opinion that the removal of the name of the company
from the register of companies is not justified, it may order restoration of
the name of the company in the register of companies.
Situation 2-Company, or any member or creditor or workman is aggrieved
by the company having its name struck off from the register of companies
If a Company, or any member or creditor or workman is aggrieved by the
company having its name struck off from the register of companies, the
Tribunal on application made by the company, member , creditor or
workman before the expiry of twenty years from the publication in the
Official Gazette of the notice, if satisfied that the company was , at the time
of its name being struck off, carrying on business or in operation or
otherwise it is just that the name of the company be restored to the
register of companies, order the name of the company to be restored to
the register of companies, and the Tribunal may order restoration of the
name of the company in the register of companies

Qualification of Technical Member of NCLT

Has, for at least fifteen years been a member of Indian Corporate Law
Service or Indian Legal Service and has been holding the rank of
Secretary or Additional Secretary to the Government of India; or
is, or has been, in practice as a Chartered Accountant or Cost Accountant
or Company Secretary for at least fifteen years; or
is a person of proven ability, integrity and standing having special
knowledge and professional experience of at least fifteen years in
industrial finance, industrial management, industrial reconstruction,
investment and accountancy; or
Is, or has been for at least five years, a presiding officer of a Labour Court,
Tribunal or National Tribunal constituted under the Industrial Disputes
Act, 1947.

Qualification of Technical Member of

Appellate Tribunal
A technical member shall be a person of proven ability, integrity and
standing having special knowledge and professional experience of at
least twenty five years in industrial finance, industrial management,
industrial reconstruction, investment and accountancy.
 Amendment in Section 412
The Members of the Tribunal and the Technical Members of the Appellate
Tribunal shall be appointed on the recommendation of a Selection
Committee consisting of Chief Justice of India or his nominee-
Chairperson; a senior judge of the Supreme Court or Chief Justice of High
Court-Member; Secretary in the Ministry of Corporate Affairs-Member;
and Secretary in the Ministry of Law and Justice-Member.
Where in the meeting of the Selection Committee, there is equality of
votes on any matter, The Chairperson shall have a casting vote.”

Amendments for Corporate Laws for May

2018 Exams.
1. In the earlier law, the provisions of Sec 152(6) and (7) was not applicable
to a 100% Govt. Co. Now the provisions are not applicable to Unlisted
Govt Co (whether 100% or not).However, the exemption is not available if
the company has made default in the filing of financial statements and
Annual Returns.
2. Earlier Section 8 companies was granted exemption from the provisions
of minimum and maximum number of directors. However, the exemption
is not available if the company has made default in the filing of financial
statements and Annual Returns.
3. The word Tribunal is replaced by Central Government in Sec 230,231 &
232 in case of Government Companies.
4. As per 143(3)(i), The Auditor has to report whether Internal Financial
Controls are adequate. Now the above reporting is not required for the
following
OPC & Small Co.’s
Pvt Co having turnover less than 50 Cr as per latest audited financial
documents and Aggregate borrowings from Banks, FI or ANY Body
Corporate less than 25 Cr.
5. As per 173(5), in the earlier law, OPC/Small Cos and Dormant Companies
only were granted exemption with respect to conduct of BM, they were
required to hold only one board meeting in each half of the calendar year
with minimum gap of 90 days between 2 board meeting. Now the
exemption has also been given to Private companies provided they are
 Start Ups. However, the exemption is not available if the company has
made default in the filing of financial statements and Annual Returns.
6. As per earlier law, Under Sec 174(3), if 2/3rd or more, of total strength of
directors are interested, then for the purposes of quorum the remaining
directors shall be construed as quorum provided they are more than 2
and are non-interested. Now, in case of private companies, If an
interested director discloses his interest to the board u/s 184, then for
the purposes of quorum under 174(3), he would be counted in the
quorum. However, the exemption is not available if the company has
made default in the filing of financial statements and Annual Returns.
7. 186(7) is not applicable to a company in which 26% or more of paid up
share capital is held CG/ SG or both in respect of loans provided for
funding industrial development projects.
PTR:
As per Section 186(3), no loan shall be given under this section at a rate
of interest lower than the prevailing yield of one year, three year , five
year or ten year Government security closest to the tenor of the loan.
8. In the earlier law, rotation of Auditor was applicable to a Pvt co having
paid up share capital greater than equal to 20 cr. Now, the limit of 20 cr
has been increased to 50 cr.
9. As per Sec 149(4), every listed co shall have at least 1/3rd of total no of
directors as independent directors and other prescribed companies were
required to have at least 2 independent directors. Now the exemption
from having 2 independent directors have been granted to following class
of unlisted companies that is Joint Venture, wholly owned subsidiary and
Dormant Company.
10. A director who desires to attend the meeting through electronic mode
can participate electronically if he submits his declaration to the
company. This Declaration shall be valid for a period of one year. Now
with prior intimation, This Director can also attend the meeting physically
11. Provisions of 212(8), (9) and (10) have been notified. The director,
additional director or assistant director of SFIO has also been given the
power to arrest the person who has been proven guilty. Such Arrested
person shall be presented before judicial magistrate within 24 Hrs.
12. In the earlier law, as per Sec 186, no company can invest through more
than 2 layers of Subsidiaries. Now the exemption has been granted to
Banking Company/ NBFC/ Insurance Co and Govt. Co.

1. Exemption has been granted to Regional Rural Banks from application of

Sections 5 and 6 of the Competition Act, 2002 for a period of 5 years from
date of publication of this notification in the Official Gazette.
2. Exemption has been granted to the Vessels Sharing Agreements of the
Liner Shipping Industry from the provisions of Section 3 of the
Competition Act, 2002.
3. Exemption has been granted to all cases of reconstitution, transfer of the
whole or any part thereof and amalgamation of nationalized banks from
the application of provisions of Section 5 and 6 of the Competition Act,
2002.
 Power of Central Government to authorise Reserve Bank for issuing
directions to banking companies to initiate insolvency resolution process.
The Central Government may, by order, authorise the Reserve Bank to
issue directions to any banking company or banking companies to initiate
insolvency resolution process in respect of a default, under the provisions
of the Insolvency and Bankruptcy Code, 2016.

Power of Reserve Bank to issue directions in respect of stressed assets

Without prejudice to the provisions of section 35 A , the Reserve
Bank may, from time to time, issue directions to any banking
company or banking companies for resolution of stressed assets.
The Reserve Bank may specify one or more authorities or
committees with such members as the Reserve Bank may appoint or
approve for appointment to advise any banking company or
banking companies on resolution of stressed assets.

‘
 INSOLVENCY AND BANKRUPTCY CODE

Voluntary Winding Up
Section 59 of the Code empowers a corporate person intending to
liquidate itself voluntarily if it has not committed any default to initiate
voluntary liquidation proceedings under the provisions of this Code.
Any corporate person registered as a company shall meet the following
conditions to initiate a voluntary liquidation process:-
(a) A declaration from majority of the directors of the company verified by
an affidavit stating
i. That they have made a full inquiry into the affairs of the company and
have formed an opinion that either the company has no debts or that it
will be able to pay its debts in full from the proceeds of assets to be sold
in the voluntary liquidation; and
ii. That the company is not being liquidated to defraud any person.
(b) The declaration shall be accompanied with the following documents,
namely:
i. Audited financial statements and a record of business operations of the
company for the previous two years or for the period since its
incorporation, whichever is later;

ii. A report of the valuation of the assets of the company, if any, prepared
by a registered valuer.
(c) After making the declaration the corporate debtor shall within four
weeks -
i. Pass a special resolution at a general meeting stating that the company
should be liquidated voluntarily and insolvency professional to act as the
liquidator may be appointed.
i. Pass a resolution at a general meeting stating that the company be
 liquidated voluntarily as a result of expiry of the period of its duration
(fixed by its articles or on the occurrence of any event in respect of which
the articles provide that the company shall be dissolved, if any) and
appointing an insolvency professional to act as the liquidator.

Clarification was sought whether approval of shareholders/members of the

corporate debtor /company is required for a resolution plan at any stage
during the process for its consideration and approval as laid down under
section 30 and 31 of the Insolvency and Bankruptcy and after approval
during its implementation, for any actions contained in the resolution plan?
Through the issue of this circular, it has been clarified that approval of
shareholders /members of the corporate debtor /company for a particular
action required in the resolution plan for its implementation, which would
have been required under the Companies Act, 2013 or any other law if the
resolution plan of the company was not being considered under the Code is
deemed to have been given on its approval by the Adjudicating Authority.