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| Legal Brief |
| Newsletter by Mansukhlal Hiralal & Co. |
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| INSIDE THE LEGAL BRIEF |
- Feature Insight
- Brief Updates
- Success Highlights
- Spotlight
- Ask MHCO
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MHCO Legal Brief :
Insights, Updates, and Expertise Unveiled |
| Stay ahead with MHCO’s latest legal insights, success stories, and expert guidance on emerging laws and industry developments. |
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| Feature Insight |
| Inside the Legal Landscape |
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Legal Insights-Mandatory Appointment of Company Secretary for Large Private Companies
Introduction:
The Companies Act, 2013 mandates that private companies meeting certain financial thresholds must appoint a whole-time Company Secretary (CS). Non-compliance can lead to significant penalties for both the company and its officers. This regulatory obligation reinforces the government’s focus on enhancing corporate governance in growing enterprises.
Relevant Provisions:
- Section 203 of the Companies Act, 2013: Deals
with the appointment of Key Managerial Personnel (KMP), including the requirement for certain classes of companies to have a whole- time Company Secretary.
- Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Specifies that every private company with a paid-up share capital of ten crore rupees or more shall have a whole-time company secretary.
- Section 203(5) of the Companies Act, 2013: Prescribes penalties for non-compliance with Section 203, including a penalty on the company and every director and KMP in default.
Key Elements:
- Mandatory CS: Appoint a full-time Company Secretary once paid-up share capital hits ₹10 crore.
- Officers in Default: Directors and other KMP may be held personally liable along with the company in case of non-compliance.
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Did You Know?
Emergency Arbitration allows parties to seek urgent relief before the formation of a Formal Arbitration Tribunal, ensuring swift protection of rights in commercial disputes. |
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Did You Know?
The DPDP Act, 2023, introducesthe concept of a "DataFiduciary", making entitiesaccountable for collecting andprocessing personal data onlyfor lawful purposes. |
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Legal Insights – Maharashtra Proposes Amendments to Stamp Act to Boost Revenue & Digital Efficiency
Introduction
On 18 March 2025, the Maharashtra Legislative Assembly introduced the Maharashtra Stamp (Amendment) Bill, 2025, proposing revisions to the Maharashtra Stamp Act, 1958. The key objectives include boosting state revenue, encouraging digital payment infrastructure, and modernizing outdated fee structures related to stamp duty and adjudication.
Section Proposed for Amendment:
- Section 4 – Pertains to the stamp duty payable on supplementary documents.
- Sections 10 & 10D – Facilitate e-payment of stamp duty and issuance of e-stamp certificates.
- Section 31 – Relates to the adjudication process and associated fees under the Act.
Key Elements:
- Revised Supplementary Document Fee:
Stamp duty on supplementary documents proposed to increase from ₹100 to ₹500, aligning with current economic realities.
- Digital Shift via E-Stamping: Introduction of online stamp duty payment and e-stamp certificates for improved accessibility and efficiency.
- Higher Adjudication Fee: Adjudication charges to rise from ₹100 to ₹1,000, with a new requirement for upfront stamp duty deposit during adjudication.
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| Brief
Updates |
| Capturing the fast paced changes |
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SEBI and Regulatory Communication
SEBI Update: SEBI has directed stock exchanges to establish an online repository platform for merchant bankers to streamline due diligence during public issues. This initiative mandates document uploads within specified timelines and aims to enhance record management and regulatory oversight. Learn More.
SEBI Update: SEBI has banned influencer Asmita Patel and seized INR 536.7 million for unregistered investment advisory services on social media. This action underscores SEBI’s focus on investor protection, regulation of online financial advice, and combating deceptive promotions. With 15,000+ entities under review, SEBI reinforces transparency and accountability in the financial market. Learn More. |
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Arbitration Updates
Supreme Court on Deemed Conveyance under MOFA
The Supreme Court has clarified that deemed conveyance certificates under Section 11 of the Maharashtra Ownership Flats Act (MOFA) cannot be issued as a matter of course. In M/S Faime Makers Pvt. Ltd. v. District Deputy Registrar, the Court emphasized that procedural fairness, proper hearing of objections, and evidence verification are essential, reinforcing safeguards against arbitrary issuance of such certificates. Learn More |
Excerpts from Experts: Bombay HC on LLP & ArbitrationExcerpts from Experts: Bombay HC on RERA and Arbitration
In M/s. Rashmi Realty Builders Pvt. Ltd.
v. Rahul Rajendrakumar Pagariya & Ors., the Bombay High Court held that disputes covered under RERA are non- arbitrable, even if an arbitration clause exists in the agreement. The court emphasized RERA's comprehensive mechanism for protecting homebuyers' rights, stating that its statutory remedies cannot be overridden by arbitration clauses. Learn more. |
Excerpts from Experts: SC on Oral Contracts in Securities Transactions
In AC Chokshi Share Broker Pvt. Ltd. v. Jatin Pratap Desai & Anr., the Supreme Court ruled that a husband can be held jointly and severally liable for the debit balance in his wife’s trading account based on an oral contract. Upholding the arbitral award under BSE Bye-law 248(a), the Court rejected the High Court’s view that the arbitration lacked jurisdiction, reinforcing the validity of oral agreements in securities transactions. Learn More. |
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| Success
Highlight |
| deals or judgements that MHCO procured. |
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Royalty Dispute Defense:
Advised a leading lubricant company in defending insolvency proceedings initiated against it due to non-payment of dues by a key counterparty and its associates. The matter involved complex interpretation of a royalty agreement linked to sales proceeds. Successfully prevented the company from being pushed into liquidation. |
Commercial Litigation:
Advised in a dispute involving vessel charter arrangements under a long-term service contract. Assisted in court proceedings where an injunction was secured to prevent the sale of a critical vessel during the pendency of the matter.Insolvency and Bankruptcy Code in corporate restructuring.
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Investment Advisory Penalty:
MHCO successfully represented a client in a case where an individual offering investment advisory services without registration was penalized. Despite the individual’s claim of exemption as an "authorized person" for a brokerage firm, SEBI ruled that the exemption for sub-brokers did not apply. This decision emphasizes the critical importance of adhering to SEBI regulations and the need for proper registration to provide investment advice. |
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| Spotlight |
| In the
Limelight. |
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| In the 2025 edition of ReSight India RSGI’s rankings, Mansukhlal Hiralal & Co. has been named among the Top 100 Law Firms in India. With over 500 law firms evaluated, this recognition reinforces MHCO’s reputation for delivering exceptional legal services across sectors. The accolade is a reflection of the firm’s deep-rooted values, client-centric approach, and the unwavering dedication of its team. Learn More |
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Ask Mansukhlal
Hiralal & Co. |
Breaking
down complex
legal issues for you |
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In this edition, we have Shreya Dalal, Associate Partner at Mansukhlal Hiralal & Co., addressing a recent judicial development:
"Are exclusive jurisdiction clauses in private employment contracts enforceable under Indian law?"
Shreya Explains: Yes. In Rakesh Kumar Verma v. HDFC Bank Ltd. and HDFC Bank Ltd. v. Deepti Bhatia, the Hon’ble Supreme Court held that exclusive jurisdiction clauses in employment contracts are valid and enforceable, provided the chosen court is legally competent under the Code of Civil Procedure. The judgment clarifies that such clauses do not contravene Section 28 of the Indian Contract Act and are not invalidated solely due to perceived inequality in bargaining power. This serves as a clear reminder that employees must carefully review jurisdiction clauses before instituting legal action.
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Shreya Dalal
Associate Partner |
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You can send your legal queries to ask@mhcolaw.com for expert advice in the next newsletter! |
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This newsletter has been published on 23 Apr 2025.
