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In a significant development in the realm of consumer protection, the Hon’ble National Consumer Disputes Redressal Commission (NCDRC) in the matter of Manoj Madhusudhanan v. ICICI Bank Ltd (2023 SCC Online NCDRC 323) recently delivered a ruling in a case that has far-reaching implications for banks and consumers alike. Background: Manoj Madhusudhanan, the complainant had applied for a housing loan with ICICI Bank Limited and entrusted the bank with the original title documents of a property as collateral. The documents were intended to be transferred to the bank's central facility via a courier service, Blue Dart Express. However, during transit, the documents went missing, sparking a legal battle that raised several critical issues. Issues: The case raised a series of complex issues, ranging from liability and compensation to the extent of financial loss suffered by the complainant. The key issues are elaborated hereunder: Whether it was ICICI Bank or the courier service i.e., Blue Dart Express, who was responsible for the safekeeping of these crucial documents? Whether the loss of these documents constituted a "deficiency in service" on the part of ICICI Bank, affecting his clear title to the property, and potentially diminishing its value should he decide to sell it or use it as collateral in the future? Whether the NCDRC has jurisdiction to deal with the present case and what is the appropriate compensation to be awarded to the complainant for his losses and mental agony? Held: The NCDRC rendered a decisive verdict on these issues. The NCDRC ruled that ICICI Bank was primarily responsible for the custody and security of the original title documents of the property. It emphasized that the deficiency in service was evident and that the complainant's claim for compensation was legitimate. The NCDRC acknowledged the complainant's argument that the loss of the original documents had compromised his legal title to the property. It was determined that this fact warranted compensation and indemnification against any future losses he might incur. While the complainant had initially sought Rs 5 crore in compensation, the NCDRC disagreed with this amount, and after factoring in the compensation previously awarded by the banking ombudsman, directed ICICI Bank to pay Rs 25 lakh as compensation. Additionally, ICICI Bank was instructed to issue an indemnity bond and cover litigation costs of Rs 50,000. This landmark ruling has significant implications for both financial institutions and consumers. Here are some key takeaways and comments regarding the case. The ruling underscores the importance of consumer protection in financial transactions. It establishes that banks have a duty to safeguard the original documents entrusted to them by customers and should be held accountable for any loss. The case provides much-needed legal clarity regarding the liability of banks when entrusted with important documents. The ruling's emphasis on "deficiency in service" as a valid ground for compensation sets a strong precedent. It reaffirms the rights of consumers in financial transactions, especially in cases involving the loss or mishandling of important documents. Consumers can pursue remedies beyond the banking ombudsman's decisions, as indicated in the ruling. The case highlights the importance of jurisdictional questions in consumer protection cases. It clarifies that the NCDRC's jurisdiction is based on the value of goods or services and compensation claimed, rather than the total value of the property itself. MHCO Comment: In conclusion, the NCDRC's ruling in the ICICI Bank case serves as a landmark decision that upholds consumer rights and places the onus on banks to ensure the safety of documents entrusted to them. This ruling carries significant implications for the banking industry, customer relations, and the broader realm of consumer protection in India. It reaffirms the importance of legal safeguards in financial transactions and underscores the need for accountability and compensation in cases of service deficiency. Authors: Purvi Asher - Partner | Bhushan Shah - Partner | Shreya Dalal - Associate Partner | Daksha Kasekar - Associate
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The Ministry of Corporate Affairs (MCA) on 27 October 2023 notified an amendment to the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023 (Amendment Rules 2023), which affects all companies, but majorly the private companies. The Amendment Rules 2023 introduces two significant changes: (i) concerning the bearer of share warrants under the erstwhile Companies Act, 1956, and (ii) mandatory dematerialisation of securities for all private companies excluding small companies. The Amendment Rules 2023 mark a significant milestone in India's corporate regulatory landscape. These rules introduce crucial changes aimed at enhancing transparency, efficiency, and accountability in the issuance and management of securities for both public and private companies. Rule 9 Amendment for Public Companies: Enhancing Share Warrants The Amendment Rules 2023 focuses on public companies that had previously issued share warrants under the erstwhile Companies Act, 1956. Here are the key provisions: Within 3 months of the Amendment Rules 2023's implementation, public companies must inform the Registrar about the details of these share warrants in Form PAS-7; Within 6 months, these public companies must request share warrant holders to surrender them for dematerialization. For this, the company has to place a notice for the bearers of share warrants in Form PAS-8 on their website. The company also has to publish the notice in a newspaper in the vernacular language which is in circulation in the district and in an English Newspaper widely circulated in the state in which the company’s registered office is situated. Non-compliance results in conversion and transfer to the Investor Education and Protection Fund established under Section 125 of the Companies Act, 2013. Rule 9B: Private Companies’ Mandatory Dematerialization Rule 9B, a new addition, significantly impacts private companies that do not qualify as small companies: The rules apply to private companies, excluding small companies, and extend to various categories, including foreign subsidiaries, domestic subsidiaries, Section 8 companies (non-profit companies), domestic holding companies, and companies governed by special acts. The Private companies not qualifying as small companies, according to their audited financial statements for the financial year ending after 31 March 2023, must comply within 18 months of that financial year's closure (i.e., by 30 September 2024). The private companies subject to these rules must ensure the dematerialization of securities held by promoters, directors, and Key Managerial Personnel before any securities-related transactions i.e., buyback, issue of bonus shares, and/or rights offer. It's important to note that government companies are exempt from these Amendment Rules 2023. It is important to note that a small company is a company that is not a public company and has a paid-up share capital equal to or below Rs 4 crore or such a higher amount specified not exceedingly more than Rs.10 crores. MHCO Comment: The Amendment Rules 2023 signify a pivotal development in India's corporate regulatory landscape. They seek to promote transparency, efficiency, and accountability in the issuance and management of securities. Timely compliance with the specified timelines and requirements is essential for companies to effectively adapt to these changes, avoid penalties, and secure their operations in the evolving regulatory environment. Historically, private companies often saw shares registered under untraceable or unidentified names, which raised concerns about black money. With the mandatory dematerialization of shares, the government aims to address this issue. Authors: Bhushan Shah - Partner | Shreya Dalal - Associate Partner | Daksha Kasekar - Associate
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The Division Bench of Hon’ble Bombay High Court, in the case of Najma Aslam Merchant versus The State of Maharashtra held that there is no concept of a flat-wise Occupancy Certificate (“OC”). OCs are issued to the part or whole of a built structure i.e., either a whole building or up to a specified floor. Brief Facts: The Petitioner herein had filed a Writ Petition before the Bombay High Court to facilitate the redevelopment of building known as Quettawala Residency wherein she owned two flats on the 7th floor. After filing the Writ Petition the parties agreed to settle their dispute by entering into Consent Terms on 16 March 2023. As per the Consent Terms, the Respondent Nos. 7 to 10 were required to apply for the OC in connection with the new building by 20 June 2023 and in the event the Respondent Nos. 7 to 10 failed to obtain the OC they would be liable for payment to Petitioner. Since, the OC was not received by 20 June 2023, the Petitioner filed a Contempt Petition before the Hon’ble Bombay High Court alleging disobedience of an order of the High Court. Contention of the Parties: The Petitioners contented that the Respondent Nos. 7 to 10 failed to obtain the OC by 20 June 2023. On failure of the Respondent Nos. 7 to 10 to obtain OC, no amount received by the Petitioner. The Respondents Nos. 7 to 10 argued that the there is no liability to pay because an OC for two flats and only two flats was obtained on 22 June 2023. Held: The Division Bench of Bombay High Court rejected the submission made by the Respondents Nos. 7 to 10 holding that there is no concept of a flat-wise OC. OCs are issued for either part or whole of the build structure i.e., either a whole building or up to a specified floor. The Court further held that it would inconceivable that there could be water supply to two flats on the 7th floor but not to other flats on that floor nor to any of the flats above or below the 7th floor. The Division Bench held that the Municipal Corporation of Greater Mumbai (“MCGM”) must not be misled by any individual into granting certificates contrary to the law. The Court further held that it is always open to any officer of the MCGM to refuse to grant any such OC which is obtained for a particular floor. The Court further held that it is not open to the developer to go to MCGM citing the consent terms and the order of the High Court and demand issuance of the OC in a manner not contemplated by law. The Court concluded that the concept of a part OC or an OC applied to the building and not to individual tenements in the building. MHCO Comment: The division bench has made an important decision by explaining that a part Occupancy Certificate (OC) cannot be given for individual tenements. They specifically directed the municipal authorities not to approve requests for OCs that apply only to a specific floor. This decision is a positive move to protect individuals who have faced difficulties with developers. This order is a welcome step to ensure that individuals are not harassed by delays in obtaining OCs for their homes. Authors: Bhushan Shah - Partner | Hasti Parekh - Associate
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The Government of Maharashtra acting through Law and Judiciary Department on 16 January 2024 notified an amendment to Section 1(2) of the Bombay City Civil Court Act, 1948 whereby pecuniary jurisdiction of the City Civil Court has been increased from Rs 1 crore to Rs 10 crore having effect from 28 January 2024. On 20 November 2023, the Governor of Maharashtra proposed to carry out the amendment to the Bombay City Civil Court Act, 1948 (“Act”) whereby it was proposed that the pecuniary jurisdiction of the City Civil Courts at Bombay to be increased from Rs 1 Crore to Rs 10 crores. On 16 January 2024, the Government of Maharashtra through its Law and Judiciary Department notified increase in pecuniary jurisdiction of the City Civil Courts at Bombay which shall be effective from 28 January 2024. The increase in the pecuniary jurisdiction of the City Civil Courts at Bombay will largely reduce the burden from the Bombay High Court. It would further reduce the backlog of the cases lying in the Bombay High Court and will largely assist the judiciary system for quick disposal of the cases. Additionally, all the cases filed before the Bombay High Court which are now below the pecuniary jurisdiction of Rs 10 crores will be transferred to City Civil Courts at Bombay. However, the transfer of cases will take substantial amount of time and for initial few months there is a high possibility of the pleadings being not available in the appropriate Court due to non-receipt of papers on time. Further, matters in which the trial has started would have to be now heard a fresh. It will also be pertinent to see whether the infrastructure of the City Civil Court would be able to cope up with such a huge influx of matters especially in terms of upkeeping the records, both electronically as well as physically. Additionally, such transfer of cases would only cause further chaos and would render delay in justice to the public at large. Authors: Bhushan Shah - Partner |  Aakash Mehta - Associate
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The Hon’ble High Court of Delhi vide order dated 11 July 2024, in the recent case of Lily Packers Private Limited Vs. Vaishnavi Vijay Umak & Others (Judgement) held that a reasonable lock-in period contained in employment contracts is in the nature of ‘lawful and reasonable covenants’ and therefore, does not violate the fundamental rights enshrined in the Constitution of India. BACKGROUND Lily Packers Pvt. Ltd. (the Petitioner) is involved in manufacturing and trading of corrugated packaging and sourcing and outsourcing of materials s by way of hiring and/or contracting with third-parties to perform tasks, handle operations, or provide services for various companies worldwide. Since the three petitions had similar causes of action, facts and were filed by the same company, they have been tagged together and the court has adjudicated on them in the Judgment. The facts of the case are that the Petitioner had hired the respondents at various positions, and had asked the employees to sign agreements to that effect (Agreements). The Agreements included terms related to salary, benefits, work hours, employment conditions, a lock-in period, confidentiality, and data protection. Clause 5 of the Agreements stipulated a year lock-in period during which the employee could not terminate their employment. The Agreements also covered intellectual property, data protection, and termination clauses, while providing arbitration for disputes. The Petitioner claimed that during their respective lock-in periods, the Respondents went on leave did not return. The Petitioner also expressed concerns about potential breaches of confidentiality, intellectual property, and data protection clauses. Following the Respondents’ departure, the Petitioner issued a demand and summons for arbitration. However, the Respondents made allegations of harassment and humiliation and refused to participate in arbitration. Consequently, the Petitioner approached the Delhi High Court to appoint an arbitral tribunal under Section 11 of the Arbitration and Conciliation Act, 1996 (Arbitration Act). The Respondents contended that the disputes raised in the petition are not subject to arbitration. ISSUES CONSIDERED Whether a lock-in period in employment contracts is valid in law, or does it violate the fundamental rights enshrined in the Constitution of India? Whether disputes relating to a lock-in period in employment contracts are arbitrable in terms of the Arbitration Act?   HELD The Hon’ble Court held that a lock-in period is valid in India because it merely requires an employee to serve the employer for a specific duration, during the term of employment. In employment contracts, terms like the lock-in period, salary, and benefits are typically negotiated. These clauses are usually decided voluntarily, with both parties entering the contract by their own consent. Such clauses are often necessary for the stability and strength of the employer institution, providing the needed continuity within its framework. Further, the principles regarding the validity of covenants in employment contracts are well established. Any reasonable covenant that applies during the term of the employment agreement is considered valid and lawful. Therefore, it cannot be argued that reasonable lock-in period contained in employment contracts involve a violation of any Fundamental Right as outlined in the Constitution of India. It was also noted that employment contracts generally constitute contractual disputes rather than issues of fundamental rights violations. While some employment conditions could be seen as unreasonably restricting the employee's right to work, a two or three-year lock-in period is not considered such a condition. Finally, the Hon’ble Court held that the employer is not attempting to prevent the employees from seeking employment with competitors after the termination of the employment agreements. Instead, the covenants in these agreements are only effective during the period of employment. Based on the communications exchanged between the Petitioner employer and the Respondent employees, the Court noted that the employer aimed to protect its confidential information and sought damages from the employees. Since these disputes fall within the scope of the employment agreements, the Court determined that the issues were clearly subject to arbitration under the Arbitration Act and consequently appointed an Arbitrator to resolve the disputes between the employer and the employees.   MHCO Comment: The Delhi High Court's judgment clarifies that lock-in periods in employment contracts, which prevent employees from leaving a company for a set period, are legal and do not violate constitutional rights. This Judgment provides stability for employers, particularly those investing heavily in training, by reducing employee turnover costs. It also emphasizes transparency and informed consent for employees. The decision allows employers more flexibility in structuring contracts by including reasonable lock-in periods, ensuring commitment from new hires, especially in critical roles. Moreover, the judgment confirms that disputes over lock-in clauses can be resolved through arbitration under the Arbitration Act, offering a faster and more cost-effective alternative to court proceedings.
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The Supreme Court, in a recent case of State of West Bengal v Rajpath Contractors & Engineers Ltd., has held that the limitation period of three months prescribed under Section 34(3) of the Arbitration & Conciliation Act, 1996 (“Act”) to challenge an arbitral award cannot be extended beyond the period of thirty days even on account of court closure or vacation. Brief Facts: The arbitral award in the present case (“Award”) was passed and served on 30 June 2022. The Calcutta High Court was closed for pooja vacation from 1 October 2022 to 30 October 2022 (both days inclusive). On 31 October 2022, the Appellants filed a petition under Section 34 of the Act challenging the Award. The Calcutta High Court dismissed the Section 34 petition on the grounds of limitation. It was held that the period of limitation expired on 30 September 2022. Therefore, the appellants are not entitled to the benefit of Section 4 of the Limitation Act, 1963 ("Limitation Act”). Section 4 of the Limitation Act provides that when the prescribed period for an appeal expires on a day when the court is closed, the same can be instituted on the day when the court reopens. Contention of the Parties: The Appellants contended that period of limitation for filing Section 34 petition ought to have been calculated from 1 July 2022 i.e. a day after the Award was received on 30 June 2022, the prescribed period of limitation ended on 1 October 2022, which was the first day of the pooja vacation. Therefore, the petition filed immediately after re-opening of the court on 31 October 2022 must be held to be within limitation. It was also submitted by the Appellants that the petition could not have been e-filed during pooja vacation as the relevant notification allowed e-filing only in urgent matters. The Respondent submitted that the benefit of Section 4 of the Limitation Act is available only if the proceedings are filed within the prescribed period of limitation, which is three months in the present case in terms of Section 34(3) of the Act. Held: After considering rival submissions, the Apex Court held that the Award was served upon the Appellants on 30 June 2022. According to section 12(1) of the Limitation Act, the day from which limitation period is reckoned must be excluded. Therefore, the limitation period of three months will span from 1 July 2022 to 30 September 2022. The pooja vacation started from 1 October 2022 to 30 October, 2022. Thus, the prescribed period in the present case expired a day before commencement of the pooja vacation. Further, the extendable period of 30 days was expended as the Appellants filed the petition on 31 October 2022. Therefore, the Appellants are not entitled to take benefit of the court closure. MHCO Comment: The view taken by the Supreme Court will ensure that the periods of limitations prescribed under the Act are strictly adhered to. This decision virtually places limitations under the Act at par with the Commercial Courts Act, 2015 which is a welcome development. At the same time, it increases responsibility of the parties and their advocates to ensure that Section 34 petitions are filed in a timely manner.
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The case of High Court Bar Association Allahabad vs The State Of Uttar Pradesh, decided on 29 February 2024, presents a nuanced examination of key legal issues surrounding the automatic vacation of interim orders issued by High Courts and the directive to decide pending cases with interim stay orders on a day-to-day basis and within a fixed period. This landmark case stems from the need to reconsider the Asian Resurfacing judgment by a larger Bench, which addressed the interference of High Courts with charge-framing orders under the Prevention of Corruption Act. The decision to revisit the Asian Resurfacing ruling follows a series of critical observations from the judiciary, including remarks by a three-judge bench of the Allahabad High Court and subsequent reservations expressed by the Supreme Court regarding the potential miscarriage of justice resulting from automatic stay vacation directives. Background and Facts The Asian Resurfacing judgment challenged the conventional understanding of charge-framing orders, labelling them neither interlocutory nor final. Consequently, a larger Bench was tasked with reassessing the validity of the Mohan Lal Magan Lal Thacker case, sparking debates on the broader implications of this decision. Issues at Hand The crux of the matter lies in two pivotal questions: (a) Can the Supreme Court, under Article 142 of the Constitution, order the automatic vacation of interim orders issued by High Courts, staying proceedings after a certain period? (b) Can the Supreme Court, under Article 142 of the Constitution, direct High Courts to decide pending cases with interim stay orders on a day-to-day basis, and within a fixed period? Analysis The Court delved into the fundamental principles of natural justice, arguing that interim orders cannot be automatically vacated solely due to the passage of time. It emphasized the necessity of hearing all affected parties before modifying or vacating interim relief, highlighting the potential injustice of such actions. Furthermore, the Court scrutinized the fairness of immediately setting trial dates after six months without formal vacation of stay orders, cautioning against prejudicing litigants' rights. Arguments Presented For instance, Advocate for the Respondent, referenced precedent cases, emphasizing the importance of addressing significant questions only within the context of a proper legal dispute. Conversely, Advocate for the Appellant stressed the overlooked aspect of potential delays in full hearings, arguing against the automatic vacation of stay orders without judicial scrutiny. Court's Ruling The Court meticulously analysed the implications of prolonged stay orders on trial proceedings, highlighting the adverse effects on the administration of justice, especially in corruption cases. It asserted the need for accountability and restraint in granting stays, cautioning against potential miscarriages of justice. Moreover, the Court underscored the importance of balancing equity and procedural fairness while exercising judicial powers under Article 142 of the Constitution. Court’s Conclusion In conclusion, the Supreme Court reiterated the importance of aligning High Court jurisdiction with legislative intent for speedy trial disposal. It emphasized that challenges to charge orders should be rare and solely aimed at rectifying clear jurisdictional errors. Moreover, the Court advocated for expeditious case resolution, ideally within two to three months, to prevent undue delay or injustice. Ultimately, the overarching goal is to ensure fairness in judicial proceedings without compromising fundamental rights or procedural integrity. In overturning the earlier ruling, the Supreme Court has reaffirmed the fundamental principles of justice and fairness in legal proceedings. By emphasizing the need for judicial discretion and reasoned decision-making, the court has upheld the integrity of the legal system and safeguarded the rights of litigants. MHCO Comment: The conclusion drawn by the Court was that the stay granted in any proceedings would not automatically cease after a specified period, unless an application is filed by the opposing party and decided upon through a “speaking order” adhering to the principles of natural justice. The Court reflected on the irony that in the pursuit of justice, there are instances where injustice inadvertently occurs. The case of Asian Resurfacing serves as a vivid illustration of this phenomenon. The reversal of the Asian Resurfacing ruling represents a significant development in India's legal landscape, underscoring the judiciary's commitment to upholding constitutional principles and ensuring equitable access to justice for all.
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A single bench of the Delhi High Court, in a recent judgment in a batch of five petitions including The Hershey Company vs. Dilip Kumar Bacha and others referred the question of jurisdiction concerning rectification and cancellation petitions under the Trade Marks Act, 1999 (Act) under section 57 of the Act to a larger bench in view of the conflicting judgment passed by a co-ordinate bench in the matter of Dr. Reddy’s Laboratories Ltd. v. Fast Cure Pharma held that the word ‘High Court’ in the Act would include even those High Courts within whose jurisdiction the dynamic effect of the registration is felt. The present case raised a significant question as to which High Court has the jurisdiction to hear cancellation/rectification petitions under section 57 of the Act. The pertinent question which was referred to the larger bench, is whether cancellation petitions under the Act can be filed only before a High Court where the Trade Marks Registry has granted the registration, or whether such applications can also be filed before the High Courts within whose jurisdiction the ramifications of registration are witnessed by the Petitioner. Contention of the Parties: The Petitioners discussed the term ‘High Court’ and analysed various acts which define the term “High Court” in respect of the jurisdiction ambiguity for rectification under section 57 of the Act, this judgment discusses various acts that define the term “High Court” as under: Trade and Merchandise Marks Act, 1958 – wherein the Jurisdictional powers of the High Court are defined; Trade Marks Act, 1940 - wherein while the term ‘High Court’ is defined, it lacks clarity with respect to jurisdiction; and Trade Marks Act, 1999 - wherein the term ‘High Court’ is not defined.   The Petitioners also submitted that the jurisdiction of the High court cannot be restricted to five Courts as it will go against the ethos of the Commercial Courts Act, 2015 and will also cause grave inconvenience and injustice. The Petitioners heavily relied on the judgement passed in the case of Girdhari Lal Gupta v K. Gian Chand Jain (“Girdhari Lal Gupta”) and submitted that all such High Courts where the dynamic effect of the registration is witnessed would have jurisdiction to adjudicate on the dispute. The Respondents submitted that the reliance placed upon the Judgment of Girdhari Lal Gupta is incorrect as the same pertains to the Designs Act, 1911. It was further submitted that the definition of 'Appropriate office' in section 3 of the Act has more than one interpretation and in such case the provisions should be not be interpreted differently for registrar and High Court and hence cannot be interpreted in any manner that might cause utmost conundrum. Moreover, in reference to section 97 of the Act, when a rectification petition is filed and the order is passed the same would be executed by the Registrar and therefore the petition ought to be filed before the forum that can exercise jurisdiction over the said Registrar. Further the Respondents also argued that any confusion with jurisdiction might lead to multiplicity of suits and the two forums should not decide on the same matter as it would lead to conflict of decisions. Held: The Hon’ble Court held that it was unable to subscribe to the view taken by the Single Judge in Dr. Reddys Laboratories Ltd. v. Fast Cure Pharma and in view of the significance of the issues raised including the applicability of the law laid down by Girdhari Lal Gupta in the context of proceedings under the Act, the Hon’ble Court was pleased to refer the matter to a larger bench for determination of the following three queries: Whether the decision of the Full Bench in Girdhari Lal Gupta, rendered under the Designs Act, 1911, would be applicable in the context of the Trade Marks Act, 1999 as amended by the Tribunal Reforms Act, 2021, for determining jurisdiction of a High Court under Section 57 of the Act? Whether the jurisdiction of the High Court under Section 57 of the Act would be determined on the basis of the Appropriate office of the Trade Mark Registry, which granted the impugned trade mark registration? Whether the expression ‘the High Court’ can be differently construed in Sections 47, 57 and 91 of the Act? MHCO Comment: The upcoming verdict by the larger bench of the Delhi High Court is a welcome move in providing much needed clarity on matters pertaining to trademarks cancellation. The decision by the single bench of referring such a pivotal question of law to a larger bench is deemed necessary to ensure thorough adjudication and to give quietus to such important matters.