ALAYA LEGAL BULLETIN
Litigation & Arbitration
1. The Hon’ble Supreme Court has ruled that once the contract has been discharged by performance, neither any right to seek performance, nor any obligation to perform remains under it. However, whether or not there has been a discharge of contract is a mixed question of law and fact. If any dispute arises as to whether or not a contract has been discharged, such a dispute is arbitrable as per the mechanism prescribed under the arbitration agreement contained in the underlying contract.
The Court further ruled that while determining the issue of limitation in exercise of the powers under Section 11(6) of the Arbitration and Conciliation Act, 1996, the referral court should limit its enquiry to examining whether or not Section 11(6) application has been filed within the period of limitation of three years. The date of commencement of limitation period for this purpose shall have to be construed as per the decision in M/s Arif Azim Co. Ltd. v. M/s Aptech Ltd. (2024 INSC 155).The referral courts, at the stage of deciding an application for appointment of arbitrator, must not conduct an intricate evidentiary enquiry into the question whether the claims raised by the applicant are time barred and should leave that question for determination by the arbitrator.
Court Name: Supreme Court??
Case Name: SBI General Insurance Co. Ltd. v. Krish Spinning?
Case No.:? Civil Appeal No. 7821 of 2024
Date of Decision: July 18, 2024
Corporate & Commercial
1. Filings under section 124 and section 125 of the Companies Act 2013 read with EPFA (Accounting, Audit, Transfer and Refund) Rules 2016 in view of transition from MCA 21 version 2 to version 3
In view of the transition of form from MCA 21 V2 to MCA 21 V3 and in order to provide opportunity to make compliances thereof, additional fee on filing of various IEPF e-forms (IEPF -1, IEPF-1A, IEPF-2, IEPF-4) and e- verification of claims filed in e-form IEPF-5 has been waived till August 16, 2024.
2. The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2024
The Ministry of Corporate Affairs has notified the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2024.?
Earlier, companies were required to remit the amount into a specified account of the IEPF Authority maintained in the Punjab National Bank. As per the amended norms, companies must remit any amount required to be credited to the Investor Education and Protection Fund (IEPF) online to the Authority within 30 days from the date it becomes due.
3. The Nidhi (Amendment) Rules, 2024
The Central Government has notified the Nidhi (Amendment) Rules, 2024.?
They said Rules shall come into force on the date of their publication in the Official Gazette i.e., July 16 2024. The Rules impose restrictions on use of words ‘Nidhi Limited’ unless declared as such under section 406(1) of the Companies Act, 2013.
4. The Companies (Appointment and Qualification of Directors) Amendment Rules, 2024
The Companies (Appointment and Qualification of Directors) (Amendment) Rules, 2024, will come into force on August 1, 2024.?
The said Rules have introduced changes to Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014. The third proviso of Rule 12A will now include the requirement to update details "on or before 30th September of the financial year."?
Additionally, a new provision has been inserted to state that if an individual wishes to update their personal mobile number or email address more than once during a financial year, they must submit an e-form DIR-3 KYC and pay a fee of five hundred rupees.
5. The Hon’ble Supreme Court held that a holding company is not the owner of the assets of its subsidiary. Therefore, the assets of the subsidiaries cannot be included in the resolution plan of the holding company.? The Court rejected an appeal from a Successful Resolution Applicant challenging the NCLT's decision to allow a Financial Creditor to pursue recovery from the Corporate Debtor. It was held that the financial creditor can always file separate applications under Section 7 of the Insolvency and Bankruptcy Code, 2016 against the corporate debtor and the corporate guarantor. The applications can be filed simultaneously as well.
Court Name: Supreme Court??
Case Name: BRS Ventures Investments Ltd. v. SREI Infrastructure Finance Ltd. & Anr.??
Case No.:? Civil Appeal No. 4565 OF 2021?
Date of Decision: July 23, 2024?
6. MCA Notifies Merger of Forms, Payment Process Changes & fee Waiver till 16 August 2024 in MCA Version 3-21
The Ministry of Corporate Affairs has issued General Circular announcing significant changes to the compliance framework for the Investor Education and Protection Fund (IEPF). This move aims to streamline compliance procedures and reduce the burden on stakeholders.
The said updates include the merger of Forms IEPF-3 with IEPF-4 and IEPF-7 with IEPF-1, as well as revisions to the payment process within the MCA Version 3 system.
Energy & Sustainability
1. Determination of levellised generic tariff for First year of Control Period under Regulation 8 of the Central Electricity Regulatory Commission (Terms and Conditions for Tariff determination from Renewable Energy Sources) Regulations, 2024??
The Central Electricity Regulatory Commission (‘CERC’) has notified the Central Electricity Regulatory Commission (Terms and Conditions for Tariff determination from Renewable Energy Sources) Regulations, 2024, on June 12, 2024. The said Regulations provide for terms and conditions and the procedure for determination of tariff of certain categories of Renewable Energy (RE) generating station such as? Small Hydro Projects; Non-fossil fuel-based co-generation Project; Biomass Gasifier based Power Projects;Biogas based Power Projects.?
The CERC now proposes to determine the generic tariff of the RE projects for the first year of control period (i.e. i.e., from July 01, 2024 to March 31, 2025). Stakeholder feedback has been sought on proposed generic tariffs for these RE projects.
2. The Central Government proposes to issue a draft notification with respect to amendments to the Environment (Protection) Rules 1986.?
Amendments include appointment of Adjudicating Officer, cognizance and processing of matters, manner of inquiry by Adjudicating Officer and factors to be considered while determining quantum of penalty under the Environment (Protection) Act, 1986.?
The draft notification is published for information of the public and other stakeholders that are likely to be affected.
Featured Posts
1. ESG and Director Duties: For Profit or Purpose
Over the past two decades, the Environmental, Social, and Governance (‘ESG’) framework has transformed the business landscape. The legal framework has evolved from voluntary guidelines such as National Voluntary Guidelines on Social, Environmental, and Economic Responsibilities of Business to mandatory disclosures under the Business Responsibility and Sustainability Report (‘BRSR’) for top 1000 listed companies. One may argue that mandatory ESG disclosures are directed towards top companies due to the resource constraints that smaller companies may face; however, provisions regarding ESG measures and reporting are embedded in corporate governance under the Companies Act, 2013 (‘Companies Act’), which applies to all companies.
It is important to understand the extent to which such ESG measures and reporting apply to startups and examine whether there is merit in exploring exceptions, if not a separate regime, for startups in this regard.
This article examines the ESG measures and reporting under the Companies Act and its impact on startups.
If you have any questions regarding any of these developments or would like to reach out to our team for tailored solutions aligned with your vision and growth objectives, contact us today by filling our form: https://alayalegal.com/contact-us/.
Disclaimer: The content provided in this newsletter is intended only for the purposes of general awareness and should not be considered as legal advice. Readers are advised to consult with a qualified legal professional in relation to any specific issues that are mentioned herein.