RULES OF LAW

The Doctrine of Frustration: When Contractual Obligations Become Impossible Contracts are the backbone of commercial transactions, but what happens when circumstances change beyond the control of the parties, making it impossible to perform the obligations under the contract? Contracts form the basis of business transactions, with parties relying on each other to fulfill their obligations. However, there are times when unforeseen events or circumstances arise, rendering it impossible to perform the contract. This is where the doctrine of frustration comes into play. Under section 56 of the Indian Contract Act, 1872, a contract can be discharged on the grounds of subsequent impossibility if an unexpected event or change of circumstances occurs, which was beyond the control of the parties and fundamentally alters the purpose or basis of the contract. The use of the word "impossible" in this context does not refer to literal or physical impossibility but rather the impract

The principle of prospective operation of statutes is a fundamental aspect of legal interpretation that is crucial to upholding the rights of individuals, and it is essential for legal practitioners, business leaders, and the individuals to understand its implications. The settled rule of interpretation is that any amendment to a statute that affects the legal rights of an individual must be presumed to be prospective, unless it is expressly or impliedly retrospective. This principle is fundamental to the interpretation of all legislation and ensures that the rights of individuals are protected under the law. When a repeal of an enactment is followed by a fresh legislation, such legislation does not affect the substantive rights of the parties on the date of the suit or adjudication of the suit, unless it is retrospective. This means that a court of appeal cannot take into consideration a new law brought into existence after the judgment appealed from has been rendered, as the righ

  Section 186 Loan and Investment by Company: A Comprehensive Guide to Compliances Companies frequently engage in loan transactions and investments to finance their operations and grow their business. However, these transactions need to comply with legal requirements to prevent fraud and protect stakeholders' interests. The Companies Act, 2013, provides regulations for loans and investments made by companies, including the maximum limit, conditions for exemptions, and compliances to be followed. In this article, we will discuss Section 186 of the Companies Act, 2013, and the checklist for its compliances. Section 186 of the Companies Act, 2013, restricts companies from directly or indirectly giving loans, guarantees, or securities to any person or body corporate exceeding 60% of its paid-up share capital, free reserves, and securities premium account, or 100% of its free reserves and securities premium account, whichever is more. The word "person" above does not include a

  Diversity is a key factor that is receiving increasing attention from regulators, investors, and other stakeholders. Regulation 17 (1) of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015, which mandates the composition of the board of directors of a listed entity. The regulation specifies that the board of directors must have an optimal combination of executive and non-executive directors, with at least one woman director. Additionally, not less than 50% of the board of directors must comprise of non-executive directors. The regulation further states that the top 1000 listed entities must have at least one independent woman director. This requirement is in addition to having an optimal combination of executive and non-executive directors. The top 1000 entities are determined based on their market capitalization as at the end of the immediate previous financial year. Furthermore, if the chairperson of the bo

In today's securities market, investor confidence is paramount, and an efficient grievance redressal mechanism is essential to ensure that investors have faith in the system. According to Regulation 13 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed entity shall ensure that adequate steps are taken for the expeditious redressal of investor complaints. The listed entity shall also register on the SCORES platform or another electronic platform mandated by the Board to handle investor complaints electronically. The entity shall file a statement with the recognized stock exchange(s) on a quarterly basis, indicating the number of investor complaints pending, received, disposed of, and unresolved during the quarter. An efficient grievance redressal mechanism is vital for investor confidence. Investors must feel that their concerns and complaints are heard and addressed in a timely and effective manner. The pr

  In the world of securities and exchange, the appointment of a qualified compliance officer is not only a regulatory obligation but a crucial step towards ensuring the letter and spirit of the law. As per Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed entity is required to appoint a qualified company secretary as the compliance officer. The compliance officer is tasked with various responsibilities that range from ensuring conformity with regulatory provisions, co-ordination with the board, stock exchanges and depositories, to monitoring the grievance redressal division. From a legal perspective, the role of the compliance officer in a listed entity cannot be overstated. The compliance officer ensures that the correct procedures have been followed, which leads to the accuracy, authenticity, and comprehensiveness of information, statements, and reports filed by the listed entity under the