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𝐓𝐡𝐞 𝐋𝐢𝐪𝐮𝐨𝐫 𝐓𝐫𝐚𝐝𝐞 𝐌𝐲𝐬𝐭𝐞𝐫𝐲: 𝐀 𝐃𝐞𝐞𝐩 𝐃𝐢𝐯𝐞 𝐢𝐧𝐭𝐨 𝐅𝐮𝐧𝐝𝐚𝐦𝐞𝐧𝐭𝐚𝐥 𝐑𝐢𝐠𝐡𝐭𝐬 𝐚𝐧𝐝 𝐑𝐞𝐠𝐮𝐥𝐚𝐭𝐨𝐫𝐲 𝐂𝐨𝐦𝐩𝐥𝐞𝐱𝐢𝐭𝐢𝐞𝐬 𝐢𝐧 𝐈𝐧𝐝𝐢𝐚 Did you know that trading in liquor is both a significant revenue source for states in India and a highly debated legal issue? At Hatch Legal, we recently explored the intricate legal landscape surrounding the right to trade in liquor. 𝐈𝐬 𝐓𝐡𝐞𝐫𝐞 𝐚 𝐅𝐮𝐧𝐝𝐚𝐦𝐞𝐧𝐭𝐚𝐥 𝐑𝐢𝐠𝐡𝐭 𝐭𝐨 𝐓𝐫𝐚𝐝𝐞 𝐢𝐧 𝐋𝐢𝐪𝐮𝐨𝐫? The Indian Constitution grants a fundamental right to trade under Article 19(1)(g), but this is subject to reasonable restrictions under Article 19(6). However, when it comes to liquor, the judiciary's stance has been atypical: ▪️ In 𝘒𝘳𝘪𝘴𝘩𝘯𝘢 𝘒𝘶𝘮𝘢𝘳 𝘕𝘢𝘳𝘶𝘭𝘢 𝘷. 𝘚𝘵𝘢𝘵𝘦 𝘰𝘧 𝘑𝘢𝘮𝘮𝘶 & 𝘒𝘢𝘴𝘩𝘮𝘪𝘳, the Supreme Court upheld the right to trade in liquor, emphasizing that morality or public interest could only justify restrictions but not deny the existence of this right. ▪️ But in 𝘒𝘩𝘰𝘥𝘢𝘺 𝘋𝘪𝘴𝘵𝘪𝘭𝘭𝘦𝘳𝘪𝘦𝘴 𝘓𝘵𝘥. 𝘷. 𝘚𝘵𝘢𝘵𝘦 𝘰𝘧 𝘒𝘢𝘳𝘯𝘢𝘵𝘢𝘬𝘢, the Court declared liquor trade as 𝒓𝒆𝒔 𝒆𝒙𝒕𝒓𝒂 𝒄𝒐𝒎𝒎𝒆𝒓𝒄𝒊𝒖𝒎 (outside commerce), stripping it of the fundamental right status and bringing it under stricter state control. 𝐀 𝐃𝐨𝐜𝐭𝐫𝐢𝐧𝐞 𝐢𝐧 𝐃𝐞𝐛𝐚𝐭𝐞: 𝐑𝐞𝐬 𝐄𝐱𝐭𝐫𝐚 𝐂𝐨𝐦𝐦𝐞𝐫𝐜𝐢𝐮𝐦 This Roman law principle, applied in 𝘚𝘵𝘢𝘵𝘦 𝘰𝘧 𝘉𝘰𝘮𝘣𝘢𝘺 𝘷. 𝘙.𝘔.𝘋. 𝘊𝘩𝘢𝘮𝘢𝘳𝘣𝘢𝘶𝘨𝘸𝘢𝘭𝘢, initially meant to exclude activities like gambling from commerce, later extended to morally contentious trades like liquor. However, the doctrine's expansion raises concerns: ▪️ 𝘚𝘶𝘣𝘫𝘦𝘤𝘵𝘪𝘷𝘦 𝘔𝘰𝘳𝘢𝘭𝘪𝘵𝘺: Does deeming liquor "inherently pernicious" justify denying it constitutional protection? ▪️ 𝘑𝘶𝘥𝘪𝘤𝘪𝘢𝘭 𝘐𝘯𝘤𝘰𝘯𝘴𝘪𝘴𝘵𝘦𝘯𝘤𝘺: Cases like 𝘒𝘦𝘳𝘢𝘭𝘢 𝘉𝘢𝘳 𝘏𝘰𝘵𝘦𝘭𝘴 𝘈𝘴𝘴𝘰𝘤𝘪𝘢𝘵𝘪𝘰𝘯 𝘷. 𝘚𝘵𝘢𝘵𝘦 𝘰𝘧 𝘒𝘦𝘳𝘢𝘭𝘢 have reinterpreted Khoday, acknowledging a conditional right to trade in liquor. 𝐓𝐡𝐞 𝐏𝐫𝐚𝐜𝐭𝐢𝐜𝐚𝐥 𝐈𝐦𝐩𝐚𝐜𝐭 𝐨𝐧 𝐁𝐮𝐬𝐢𝐧𝐞𝐬𝐬𝐞𝐬 For startups and private companies in the liquor industry, this legal ambiguity translates into: ▪️ 𝘊𝘰𝘮𝘱𝘭𝘦𝘹 𝘙𝘦𝘨𝘶𝘭𝘢𝘵𝘰𝘳𝘺 𝘍𝘳𝘢𝘮𝘦𝘸𝘰𝘳𝘬𝘴: Each state has unique rules, from licensing to excise duties, often creating hurdles for manufacturers and distributors. ▪️ 𝘙𝘦𝘷𝘦𝘯𝘶𝘦 𝘷𝘴. 𝘙𝘪𝘨𝘩𝘵𝘴: States rely heavily on liquor excise revenues, yet manufacturers face arbitrary restrictions without judicial recourse. 𝐎𝐮𝐫 𝐏𝐞𝐫𝐬𝐩𝐞𝐜𝐭𝐢𝐯𝐞 At Hatch Legal, we believe that while the state has the power to regulate, outright denial of a fundamental right to trade undermines the fairness of the system. A re-evaluation by a larger Supreme Court bench could strike the right balance between public policy and business rights. #LiquorLaws #Alcohol #BusinessandLaw #ConstitutionalLaw #StartupAdvisory #Business #HatchLegal #LegalInsights #LawAndPolicy #LegalAdvisory #IndustryTrends #SC

𝐒𝐢𝐦𝐩𝐥𝐢𝐟𝐲𝐢𝐧𝐠 𝐒𝐢𝐠𝐧𝐢𝐟𝐢𝐜𝐚𝐧𝐭 𝐁𝐞𝐧𝐞𝐟𝐢𝐜𝐢𝐚𝐥 𝐎𝐰𝐧𝐞𝐫𝐬𝐡𝐢𝐩 (𝐒𝐁𝐎): 𝐖𝐡𝐲 𝐈𝐭 𝐌𝐚𝐭𝐭𝐞𝐫𝐬 𝐟𝐨𝐫 𝐘𝐨𝐮𝐫 𝐏𝐫𝐢𝐯𝐚𝐭𝐞 𝐂𝐨𝐦𝐩𝐚𝐧𝐲? 𝐒𝐢𝐠𝐧𝐢𝐟𝐢𝐜𝐚𝐧𝐭 𝐁𝐞𝐧𝐞𝐟𝐢𝐜𝐢𝐚𝐥 𝐎𝐰𝐧𝐞𝐫𝐬𝐡𝐢𝐩 (𝐒𝐁𝐎) is a crucial concept that private companies need to address under the Companies Act, 2013. SBO regulations aim to provide clarity on who truly controls or benefits from a company’s operations, even if these individuals aren't visible in the official records. 𝐖𝐡𝐚𝐭 𝐈𝐬 𝐒𝐁𝐎? SBO refers to individuals who, although not directly listed in a company's ownership records, still have significant control or benefit from the company. These individuals may: 1. Own at least 10% of shares (directly or indirectly). 2. Exercise significant influence or control over the company, even without holding direct ownership. The SBO framework ensures that hidden or undisclosed interests are identified, helping prevent issues like illicit financial practices, tax evasion and corporate fraud. 𝐓𝐡𝐞 𝐎𝐛𝐣𝐞𝐜𝐭𝐢𝐯𝐞 𝐚𝐧𝐝 𝐒𝐮𝐛𝐣𝐞𝐜𝐭𝐢𝐯𝐞 𝐓𝐞𝐬𝐭𝐬 𝐟𝐨𝐫 𝐈𝐝𝐞𝐧𝐭𝐢𝐟𝐲𝐢𝐧𝐠 𝐒𝐁𝐎𝐬 Under the Companies Act, 2013 and the SBO Rules, 2018, the process for identifying SBOs is governed by two tests: - 𝘖𝘣𝘫𝘦𝘤𝘵𝘪𝘷𝘦 𝘛𝘦𝘴𝘵: This test focuses on ownership and voting rights. If an individual, directly or indirectly, holds at least 10% of shares or controls 10% of the voting or dividend rights, they qualify as an SBO. - 𝘚𝘶𝘣𝘫𝘦𝘤𝘵𝘪𝘷𝘦 𝘛𝘦𝘴𝘵: This test examines influence and control. An individual may qualify as an SBO if they can exercise significant influence or control over the company’s decisions and policies, even if they don't have direct ownership. This could include decision-making power or controlling actions that affect the company’s direction. 𝐊𝐞𝐲 𝐒𝐭𝐞𝐩𝐬 𝐟𝐨𝐫 𝐒𝐁𝐎 𝐂𝐨𝐦𝐩𝐥𝐢𝐚𝐧𝐜𝐞: 1. 𝘐𝘥𝘦𝘯𝘵𝘪𝘧𝘺 𝘚𝘉𝘖𝘴: It’s not just about identifying shareholders—companies must look at individuals who truly control or benefit from the business. 2. 𝘍𝘪𝘭𝘦 𝘋𝘦𝘤𝘭𝘢𝘳𝘢𝘵𝘪𝘰𝘯𝘴: SBOs must file their details in Form BEN-1 within 30 days of acquiring significant ownership or making any changes to their stake. 3. 𝘔𝘢𝘪𝘯𝘵𝘢𝘪𝘯 𝘙𝘦𝘤𝘰𝘳𝘥𝘴: Companies must maintain a BEN-3 register and submit the SBO declarations through Form BEN-2 to the Registrar. 𝐂𝐨𝐧𝐬𝐞𝐪𝐮𝐞𝐧𝐜𝐞𝐬 𝐨𝐟 𝐍𝐨𝐧-𝐂𝐨𝐦𝐩𝐥𝐢𝐚𝐧𝐜𝐞 Non-compliance with SBO regulations can result in hefty penalties: 1. Up to ₹2 lakh for individuals. 2. Up to ₹5 lakh for companies. 3. Ongoing penalties for continuing violations. At Hatch Legal, we specialize in simplifying SBO compliance for private companies. Let us help you navigate these requirements so that your company can focus on growth and profitability. #PrivateCompanies #SBO #CorporateGovernance #LawFirm #Compliance #BusinessGrowth #CorporateLaw #Finance #CorporateAdvisory #Advisory #Hatch_Legal

𝐒𝐡𝐚𝐫𝐞𝐡𝐨𝐥𝐝𝐞𝐫 𝐀𝐠𝐫𝐞𝐞𝐦𝐞𝐧𝐭𝐬, 𝐒𝐡𝐚𝐫𝐞 𝐒𝐮𝐛𝐬𝐜𝐫𝐢𝐩𝐭𝐢𝐨𝐧 𝐀𝐠𝐫𝐞𝐞𝐦𝐞𝐧𝐭𝐬, & 𝐒𝐡𝐚𝐫𝐞 𝐏𝐮𝐫𝐜𝐡𝐚𝐬𝐞 𝐀𝐠𝐫𝐞𝐞𝐦𝐞𝐧𝐭𝐬: 𝐍𝐨𝐭 𝐀𝐥𝐥 𝐀𝐠𝐫𝐞𝐞𝐦𝐞𝐧𝐭𝐬 𝐀𝐫𝐞 𝐂𝐫𝐞𝐚𝐭𝐞𝐝 𝐄𝐪𝐮𝐚𝐥! When expanding your business or bringing in investors, you’ll likely encounter these three types of agreements. They may sound similar but serve distinctly different purposes. Knowing the difference is essential for every startup and private company. 𝐇𝐞𝐫𝐞’𝐬 𝐭𝐡𝐞 𝐁𝐫𝐞𝐚𝐤𝐝𝐨𝐰𝐧: 1. 𝐒𝐡𝐚𝐫𝐞𝐡𝐨𝐥𝐝𝐞𝐫𝐬 𝐀𝐠𝐫𝐞𝐞𝐦𝐞𝐧𝐭 (𝐒𝐇𝐀): ▪️ 𝘞𝘩𝘢𝘵 𝘪𝘵 𝘪𝘴: A pact between the company and its shareholders. ▪️ 𝘗𝘶𝘳𝘱𝘰𝘴𝘦: Defines the rights, obligations, and governance structure, protecting shareholder interests (especially minority ones). ▪️ 𝘒𝘦𝘺 𝘊𝘭𝘢𝘶𝘴𝘦𝘴: Voting rights, transfer of shares, board composition, dispute resolution, non-compete, and exit strategies. ▪️ 𝘞𝘩𝘦𝘯 𝘜𝘴𝘦𝘥: To establish a framework for managing relationships between shareholders and the company. 2. 𝐒𝐡𝐚𝐫𝐞 𝐒𝐮𝐛𝐬𝐜𝐫𝐢𝐩𝐭𝐢𝐨𝐧 𝐀𝐠𝐫𝐞𝐞𝐦𝐞𝐧𝐭 (𝐒𝐒𝐀): ▪️ 𝘞𝘩𝘢𝘵 𝘪𝘵 𝘪𝘴: A dual promise where the company agrees to issue new shares, and the investor agrees to subscribe to them. ▪️ 𝘗𝘶𝘳𝘱𝘰𝘴𝘦: To bring in fresh capital for growth. ▪️ 𝘒𝘦𝘺 𝘊𝘭𝘢𝘶𝘴𝘦𝘴: Conditions precedent, use of funds, promoter lock-in, tag-along rights, confidentiality, and indemnity. ▪️ 𝘞𝘩𝘦𝘯 𝘜𝘴𝘦𝘥: When onboarding a new investor or raising funds through equity issuance. 3. 𝐒𝐡𝐚𝐫𝐞 𝐏𝐮𝐫𝐜𝐡𝐚𝐬𝐞 𝐀𝐠𝐫𝐞𝐞𝐦𝐞𝐧𝐭 (𝐒𝐏𝐀): ▪️ 𝘞𝘩𝘢𝘵 𝘪𝘵 𝘪𝘴: An agreement between a buyer and seller of existing shares. ▪️ 𝘗𝘶𝘳𝘱𝘰𝘴𝘦: Facilitates ownership transfer and provides an exit route for shareholders. ▪️ 𝘒𝘦𝘺 𝘊𝘭𝘢𝘶𝘴𝘦𝘴: Representations and warranties, capital structure, indemnity, confidentiality, and dispute resolution. ▪️ 𝘞𝘩𝘦𝘯 𝘜𝘴𝘦𝘥: When transferring ownership of existing shares between parties. 𝐊𝐞𝐲 𝐃𝐢𝐬𝐭𝐢𝐧𝐜𝐭𝐢𝐨𝐧𝐬: 1. 𝘍𝘰𝘤𝘶𝘴: ▫️ SHA governs shareholder rights and obligations. ▫️ SSA involves the issuance of new shares. ▫️ SPA transfers existing shares. 2. 𝘍𝘶𝘯𝘥 𝘍𝘭𝘰𝘸: ▫️ In SSA, funds go to the company. ▫️ In SPA, funds go to the selling shareholder. 3. 𝘗𝘶𝘳𝘱𝘰𝘴𝘦: ▫️ SHA = Governance ▫️ SSA = Fundraising ▫️ SPA = Exit 𝐏𝐫𝐨 𝐓𝐢𝐩 𝐟𝐨𝐫 𝐒𝐭𝐚𝐫𝐭𝐮𝐩𝐬 𝐚𝐧𝐝 𝐏𝐫𝐢𝐯𝐚𝐭𝐞 𝐂𝐨𝐦𝐩𝐚𝐧𝐢𝐞𝐬: Each agreement serves a unique purpose. Drafting them requires precision and a thorough understanding of the transaction’s nature and objectives. At Hatch Legal, we specialize in crafting bespoke agreements tailored to your needs, ensuring compliance and safeguarding your interests. #CorporateLaw #Startups #HatchLegal #ShareholdersAgreement #ShareSubscriptionAgreement #SharePurchaseAgreement #LegalAdvisory #Business #Founders #PrivateEquity #CorporateAgreements #CompaniesAct

𝐔𝐧𝐝𝐞𝐫𝐬𝐭𝐚𝐧𝐝𝐢𝐧𝐠 𝐎𝐯𝐞𝐫𝐭𝐢𝐦𝐞 𝐏𝐨𝐥𝐢𝐜𝐢𝐞𝐬: 𝐖𝐡𝐚𝐭 𝐏𝐫𝐢𝐯𝐚𝐭𝐞 𝐂𝐨𝐦𝐩𝐚𝐧𝐢𝐞𝐬 𝐢𝐧 𝐈𝐧𝐝𝐢𝐚 𝐍𝐞𝐞𝐝 𝐭𝐨 𝐊𝐧𝐨𝐰! In 2024, India emerged as the 5th largest economy, emphasizing the importance of fostering a balanced and motivated workforce. But in the dynamic world of work, how do overtime policies ensure fairness and compliance? Here's what every private company should know about overtime regulations under Indian labour laws: 𝐊𝐞𝐲 𝐓𝐚𝐤𝐞𝐚𝐰𝐚𝐲𝐬: 1. 𝐎𝐯𝐞𝐫𝐭𝐢𝐦𝐞 𝐃𝐞𝐟𝐢𝐧𝐢𝐭𝐢𝐨𝐧 & 𝐄𝐧𝐭𝐢𝐭𝐥𝐞𝐦𝐞𝐧𝐭: Overtime refers to work beyond the standard hours set by laws or organizations. The Factories Act, 1948 and the Shops and Establishments Act mandate that any hours exceeding daily or weekly limits (typically 9 hours/day or 48 hours/week) must be compensated at twice the regular wages. 2. 𝐏𝐫𝐨𝐭𝐞𝐜𝐭𝐢𝐨𝐧 𝐟𝐨𝐫 𝐏𝐫𝐢𝐯𝐚𝐭𝐞 𝐄𝐦𝐩𝐥𝐨𝐲𝐞𝐞𝐬: Indian labour laws like the Minimum Wages Act, 1948 Code on Wages, 2019, and S&E Acts of various states ensure fair treatment for employees. Exemptions apply to managerial, contractual, or freelance roles. 3. 𝐒𝐭𝐚𝐭𝐞-𝐒𝐩𝐞𝐜𝐢𝐟𝐢𝐜 𝐏𝐫𝐨𝐯𝐢𝐬𝐢𝐨𝐧𝐬: Different states have tailored overtime policies: - 𝘒𝘢𝘳𝘯𝘢𝘵𝘢𝘬𝘢: Overtime capped at 50 hours/quarter, with double wages. - 𝘋𝘦𝘭𝘩𝘪: Up to 150 hours annually, during temporary work surges. - 𝘔𝘢𝘩𝘢𝘳𝘢𝘴𝘩𝘵𝘳𝘢: Over 125 hours/quarter, requiring immediate recording and double pay. 𝐋𝐚𝐧𝐝𝐦𝐚𝐫𝐤 𝐉𝐮𝐝𝐠𝐦𝐞𝐧𝐭: 𝘗𝘩𝘪𝘭𝘪𝘱𝘴 𝘐𝘯𝘥𝘪𝘢 𝘓𝘵𝘥 𝘷𝘴 𝘓𝘢𝘣𝘰𝘶𝘳 𝘊𝘰𝘶𝘳𝘵 (1985) clarified that any work beyond prescribed hours under state S&E Acts qualifies for double wages, even if those hours are below the statutory maximum. 𝐈𝐦𝐩𝐨𝐫𝐭𝐚𝐧𝐜𝐞 𝐨𝐟 𝐂𝐨𝐦𝐩𝐥𝐢𝐚𝐧𝐜𝐞: Employers and HR teams must prioritize clarity in their overtime policies. Transparent communication of work hour expectations, along with proper documentation and payment for overtime, builds trust and reduces legal risks. - 𝐄𝐦𝐩𝐥𝐨𝐲𝐞𝐫𝐬: An updated overtime policy in your HR handbook can safeguard against disputes and align with labour laws. - 𝐄𝐦𝐩𝐥𝐨𝐲𝐞𝐞𝐬: Know your rights under state-specific S&E Acts to ensure you’re compensated for every extra effort. 𝐍𝐨𝐧-𝐂𝐨𝐦𝐩𝐥𝐢𝐚𝐧𝐜𝐞 𝐂𝐨𝐧𝐬𝐞𝐪𝐮𝐞𝐧𝐜𝐞𝐬: Employers violating overtime rules risk penalties up to ₹1 lakh, imprisonment, and daily fines for repeated breaches. The Minimum Wages Act, 1948, prescribes stringent punishments to deter violations. As India adapts to global work trends like flexible hours and reduced workweeks, understanding and implementing these policies is crucial for every organization aiming for success and compliance. At Hatch Legal, we help businesses navigate the complexities of labour laws. Whether you're reviewing policies or addressing compliance issues, we've got your back! #LabourLawsIndia #OvertimeRegulations #WorkplaceCompliance #EmployeeRights #FairWorkPractices #HatchLegal #PrivateSector #Hatch_Legal

𝐈𝐧𝐯𝐞𝐬𝐭𝐨𝐫 𝐀𝐥𝐞𝐫𝐭: 𝐂𝐡𝐨𝐨𝐬𝐢𝐧𝐠 𝐭𝐡𝐞 𝐑𝐢𝐠𝐡𝐭 𝐁𝐨𝐧𝐝 𝐈𝐧𝐯𝐞𝐬𝐭𝐦𝐞𝐧𝐭 𝐏𝐥𝐚𝐭𝐟𝐨𝐫𝐦 The Securities and Exchange Board of India (SEBI) on 5th Dec 2024 issued a press release warning investors against transacting on unregulated online bond platforms promoting unlisted securities. Here's why it's essential to prioritize regulated options:  𝐖𝐡𝐲 𝐀𝐯𝐨𝐢𝐝 𝐔𝐧𝐫𝐞𝐠𝐮𝐥𝐚𝐭𝐞𝐝 𝐏𝐥𝐚𝐭𝐟𝐨𝐫𝐦𝐬?   Unregulated platforms lack oversight, exposing investors to counterparty risks, no grievance redress mechanisms, and higher chances of defaults. If these platforms shut down, investors are left without recourse.  𝐓𝐡𝐞 𝐑𝐢𝐬𝐤𝐬 𝐨𝐟 𝐔𝐧𝐥𝐢𝐬𝐭𝐞𝐝 𝐁𝐨𝐧𝐝𝐬   Unlisted securities often promise high returns (15-18%), but at significant risk:   - 𝘏𝘪𝘨𝘩𝘦𝘳 𝘋𝘦𝘧𝘢𝘶𝘭𝘵 𝘙𝘪𝘴𝘬: Smaller issuers, minimal scrutiny, and no mandatory disclosures.   - 𝘓𝘪𝘲𝘶𝘪𝘥𝘪𝘵𝘺 & 𝘊𝘳𝘦𝘥𝘪𝘵 𝘙𝘪𝘴𝘬: Difficult to exit investments or assess creditworthiness.   - 𝘕𝘰 𝘔𝘢𝘯𝘥𝘢𝘵𝘰𝘳𝘺 𝘙𝘢𝘵𝘪𝘯𝘨𝘴: Many unlisted debentures could turn out to be junk bonds.   𝐖𝐡𝐲 𝐂𝐡𝐨𝐨𝐬𝐞 𝐒𝐄𝐁𝐈-𝐑𝐞𝐠𝐮𝐥𝐚𝐭𝐞𝐝 𝐏𝐥𝐚𝐭𝐟𝐨𝐫𝐦𝐬?   - 𝘐𝘯𝘷𝘦𝘴𝘵𝘰𝘳 𝘗𝘳𝘰𝘵𝘦𝘤𝘵𝘪𝘰𝘯: Grievance redress via SEBI’s SCORES platform. https://lnkd.in/gFG5hfsm - 𝘎𝘰𝘷𝘦𝘳𝘯𝘢𝘯𝘤𝘦: Mandatory credit ratings, quarterly updates, and adherence to advertising codes.   - 𝘚𝘢𝘧𝘦𝘵𝘺: Funds and securities are processed through SEBI’s RFQ platform and national clearing corporations, ensuring transparency.   𝐓𝐢𝐩𝐬 𝐟𝐨𝐫 𝐁𝐨𝐧𝐝 𝐈𝐧𝐯𝐞𝐬𝐭𝐢𝐧𝐠:   1. Start small with SEBI-regulated platforms offering listed bonds.   2. Verify platform compliance on SEBI’s website and ensure proper registration via https://lnkd.in/gYw8hgYR 3. Begin with senior secured bonds rated investment-grade by a reputed agency.   4. Review issuer profitability, financial ratios, and bond details (maturity date, YTM, etc.).  Make informed decisions and safeguard your investments!   Explore trusted SEBI-regulated platforms and take your first step toward secure bond investing. Source: https://lnkd.in/gFxJknwp #BondInvesting #InvestorEducation #SEBI #Finance #InvestSmart #HatchLegal #Investor #CorporateLaw #LawFirm #LegalAdvisory #CorporateAdvisory #SCORES #Corporate

𝐒𝐮𝐩𝐫𝐞𝐦𝐞 𝐂𝐨𝐮𝐫𝐭 𝐑𝐮𝐥𝐢𝐧𝐠: 𝐊𝐞𝐲 𝐋𝐞𝐬𝐬𝐨𝐧𝐬 𝐟𝐨𝐫 𝐂𝐨𝐦𝐩𝐚𝐧𝐢𝐞𝐬 𝐨𝐧 𝐂𝐨𝐦𝐩𝐥𝐢𝐚𝐧𝐜𝐞 𝐰𝐢𝐭𝐡 𝐒𝐡𝐚𝐫𝐞 𝐂𝐚𝐩𝐢𝐭𝐚𝐥 𝐑𝐞𝐠𝐮𝐥𝐚𝐭𝐢𝐨𝐧𝐬! At Hatch Legal, we aim to keep businesses informed and compliant. The recent judgment in the case of 𝐉𝐲𝐨𝐭𝐢 𝐋𝐢𝐦𝐢𝐭𝐞𝐝 𝐯. 𝐁𝐒𝐄 𝐋𝐢𝐦𝐢𝐭𝐞𝐝 & 𝐀𝐧𝐫. serves as a crucial reminder for startups and corporates about the importance of adhering to shareholder and regulatory mandates under the Companies Act, 2013. 𝐓𝐡𝐞 𝐂𝐚𝐬𝐞 𝐚𝐭 𝐚 𝐆𝐥𝐚𝐧𝐜𝐞: Jyoti Limited sought to list equity shares issued to an Asset Reconstruction Company (ARC) after converting ₹32.80 crore of debt into equity. However, both BSE and the Securities Appellate Tribunal (SAT) rejected the application, citing non-compliance with shareholder approval and regulatory requirements. The Supreme Court upheld this decision. 𝐊𝐞𝐲 𝐋𝐞𝐠𝐚𝐥 𝐓𝐚𝐤𝐞𝐚𝐰𝐚𝐲𝐬: 1. 𝘚𝘩𝘢𝘳𝘦𝘩𝘰𝘭𝘥𝘦𝘳 𝘈𝘱𝘱𝘳𝘰𝘷𝘢𝘭 𝘪𝘴 𝘕𝘰𝘯-𝘕𝘦𝘨𝘰𝘵𝘪𝘢𝘣𝘭𝘦: Under Section 62(1)(c) of the Companies Act, 2013, any increase in subscribed capital—whether through new issuance or debt conversion—mandates a special resolution by shareholders. Companies must align their decisions with shareholder interests and governance norms. 2. 𝘉𝘰𝘢𝘳𝘥 𝘈𝘤𝘵𝘪𝘰𝘯𝘴 𝘔𝘶𝘴𝘵 𝘈𝘭𝘪𝘨𝘯 𝘸𝘪𝘵𝘩 𝘚𝘩𝘢𝘳𝘦𝘩𝘰𝘭𝘥𝘦𝘳 𝘙𝘦𝘴𝘰𝘭𝘶𝘵𝘪𝘰𝘯𝘴: Even if an ARC initiates a debt-to-equity conversion, the company’s board must secure shareholder approval before implementing such decisions. 3. 𝘈𝘥𝘩𝘦𝘳𝘦𝘯𝘤𝘦 𝘵𝘰 𝘚𝘌𝘉𝘐 𝘓𝘪𝘴𝘵𝘪𝘯𝘨 𝘙𝘦𝘨𝘶𝘭𝘢𝘵𝘪𝘰𝘯𝘴: As per Regulation 28 of 𝐒𝐄𝐁𝐈 (𝐋𝐢𝐬𝐭𝐢𝐧𝐠 𝐎𝐛𝐥𝐢𝐠𝐚𝐭𝐢𝐨𝐧𝐬 𝐚𝐧𝐝 𝐃𝐢𝐬𝐜𝐥𝐨𝐬𝐮𝐫𝐞 𝐑𝐞𝐪𝐮𝐢𝐫𝐞𝐦𝐞𝐧𝐭𝐬 ) 𝐑𝐞𝐠𝐮𝐥𝐚𝐭𝐢𝐨𝐧𝐬, 2015, obtaining prior approval from the stock exchange is imperative for listing additional shares. 𝐓𝐡𝐞 𝐂𝐫𝐮𝐱 𝐨𝐟 𝐭𝐡𝐞 𝐉𝐮𝐝𝐠𝐦𝐞𝐧𝐭: The Supreme Court ruled that Jyoti Limited initiated the process to convert debt into equity and apply for listing, making it responsible for ensuring compliance with all legal and regulatory requirements. The absence of a shareholder resolution was a critical lapse, rendering the application invalid. Navigating the legal landscape can be challenging, but that’s where Hatch Legal comes in! We specialize in guiding startups through compliance with corporate laws, ensuring smooth operations and sustainable growth. Let’s learn from this landmark judgment and prioritize transparency, governance and compliance in all business activities. #SupremeCourtRuling #CorporateGovernance #ComplianceMatters #CompaniesAct2013 #CorporateLaw #SEBIRegulations #ShareholderRights #BusinessCompliance #TransparencyInBusiness #Hatch_Legal

𝐃𝐢𝐫𝐞𝐜𝐭𝐨𝐫𝐬, 𝐁𝐞 𝐏𝐫𝐨𝐚𝐜𝐭𝐢𝐯𝐞! 𝐄𝐧𝐬𝐮𝐫𝐞 𝐘𝐨𝐮𝐫 𝐌𝐁𝐏-1 𝐅𝐢𝐥𝐢𝐧𝐠𝐬 𝐀𝐫𝐞 𝐢𝐧 𝐎𝐫𝐝𝐞𝐫 Transparency and accountability are pillars of good corporate governance, and 𝐒𝐞𝐜𝐭𝐢𝐨𝐧 184(1) 𝐨𝐟 𝐭𝐡𝐞 𝐂𝐨𝐦𝐩𝐚𝐧𝐢𝐞𝐬 𝐀𝐜𝐭, 2013 ensures directors uphold these principles. Alongside this, 𝐑𝐮𝐥𝐞 9 𝐨𝐟 𝐭𝐡𝐞 𝐂𝐨𝐦𝐩𝐚𝐧𝐢𝐞𝐬 (𝐌𝐞𝐞𝐭𝐢𝐧𝐠 𝐨𝐟 𝐁𝐨𝐚𝐫𝐝 𝐚𝐧𝐝 𝐢𝐭𝐬 𝐏𝐨𝐰𝐞𝐫𝐬) 𝐑𝐮𝐥𝐞𝐬, 2014 mandates that every director disclose their concerns or interests in other companies, bodies corporate, firms, or associations of individuals (including shareholdings) through a written notice in 𝐅𝐨𝐫𝐦 𝐌𝐁𝐏-1. 𝐖𝐡𝐞𝐧 𝐒𝐡𝐨𝐮𝐥𝐝 𝐃𝐢𝐫𝐞𝐜𝐭𝐨𝐫𝐬 𝐅𝐢𝐥𝐞 𝐅𝐨𝐫𝐦 𝐌𝐁𝐏-1? 1. At the first board meeting they attend as a director. 2. At the first board meeting of every financial year. 3. At the first board meeting after any changes in their interests or shareholding. 𝐖𝐡𝐚𝐭 𝐇𝐚𝐩𝐩𝐞𝐧𝐬 𝐢𝐟 𝐘𝐨𝐮 𝐅𝐚𝐢𝐥 𝐭𝐨 𝐂𝐨𝐦𝐩𝐥𝐲? Non-compliance can be costly! Recently, the Registrar of Companies (Punjab & Chandigarh) imposed penalties totaling ₹5,00,000 on five directors of a company for failing to file Form MBP-1 over two financial years. Each director was fined ₹1,00,000 for not adhering to the disclosure requirements. 𝐖𝐡𝐲 𝐈𝐬 𝐓𝐡𝐢𝐬 𝐃𝐢𝐬𝐜𝐥𝐨𝐬𝐮𝐫𝐞 𝐈𝐦𝐩𝐨𝐫𝐭𝐚𝐧𝐭? 1. To ensure transparency in decision-making and dealings. 2. To avoid conflicts of interest between a director’s personal interests and the company’s welfare. 3. To maintain statutory compliance, as these disclosures must be recorded and preserved at the company’s registered office for 8 years. 𝐇𝐨𝐰 Hatch Legal 𝐂𝐚𝐧 𝐇𝐞𝐥𝐩? At Hatch Legal, we specialize in ensuring startups and directors remain compliant with corporate governance regulations. From helping you assess and disclose your interests to maintaining statutory records, we ensure your company operates with clarity and within the law. 𝐏𝐫𝐨 𝐓𝐢𝐩 𝐟𝐨𝐫 𝐃𝐢𝐫𝐞𝐜𝐭𝐨𝐫𝐬: 1. Regularly evaluate your involvement in other entities and update your disclosures in Form MBP-1. 2. Remember, compliance isn’t just a legal formality—it builds trust and credibility among investors, partners, and stakeholders. 3. Don’t let an oversight cost your reputation or your pocket. Let’s work together to ensure your startup’s compliance is watertight. #CorporateGovernance #Startups #DirectorResponsibilities #CompaniesAct2013 #TransparencyMatters #ConflictOfInterest #BusinessEthics #LawFirm #CorporateAdvisory #CorporateLaw #Compliance #StartupSupport #Hatch_Legal

𝐒𝐡𝐚𝐚𝐝𝐢 𝐤𝐚 𝐬𝐞𝐚𝐬𝐨𝐧 𝐡𝐚𝐢, 𝐠𝐢𝐟𝐭𝐬 𝐤𝐢 𝐛𝐚𝐚𝐫𝐢𝐬𝐡 𝐡𝐚𝐢... 𝐏𝐚𝐫 𝐭𝐚𝐱 𝐤𝐚 𝐬𝐜𝐞𝐧𝐞 𝐜𝐥𝐞𝐚𝐫 𝐡𝐚𝐢? From luxury cars to jewellery, apartments to cash gifts—weddings in India are all about royal presents. But did you know—wedding gifts can sometimes trip you up on taxes if you aren't aware of the rules?  𝐖𝐞𝐝𝐝𝐢𝐧𝐠 𝐆𝐢𝐟𝐭𝐬 & 𝐓𝐚𝐱: 𝐊𝐧𝐨𝐰 𝐘𝐨𝐮𝐫 𝐑𝐢𝐠𝐡𝐭𝐬: 1. 𝐓𝐚𝐱-𝐅𝐫𝐞𝐞 𝐓𝐫𝐞𝐚𝐭𝐬:   Under Section 56(2) of the Income Tax Act, gifts received on the occasion of marriage are fully tax-free—there’s no limit on the value!   From cash to property, jewellery to vehicles—all are exempt if received during the wedding.  2. 𝐑𝐞𝐚𝐥-𝐋𝐢𝐟𝐞 𝐄𝐱𝐚𝐦𝐩𝐥𝐞:   According to media reports, KL Rahul & Athiya Shetty received wedding gifts worth ₹50 crore+—luxury cars, apartments, and jewellery—tax-free, since they were received during the wedding ceremony. 3. 𝐄𝐱𝐜𝐞𝐩𝐭𝐢𝐨𝐧𝐬 𝐄𝐱𝐢𝐬𝐭:   Gifts to Family Members (other than the bride/groom) during the wedding? They may be taxable.   ₹2 Lakh+ in Cash? Section 269ST will apply, with a penalty of 100% of the amount under Section 271DA. 4. 𝐊𝐞𝐞𝐩 𝐘𝐨𝐮𝐫 𝐏𝐫𝐨𝐨𝐟 𝐑𝐞𝐚𝐝𝐲:   - Record gift details (giver, value, description).   - High-value items? Photographic proof is a smart move.   - Disclose tax-free gifts in ITR under Schedule Exempt Income.  “Shaadi ke saath tax ka tension nahi hona chahiye.” Follow these rules, enjoy your gifts and keep the focus on shubh vibes! Tag your friend's jo tax se bach ke shaadi enjoy karna chahte hain! #WeddingSeason #TaxFreeGifts #FinancialAwareness #ShaadiVibes #TaxTips #CorporateLaw #LawFirms #Taxation #Tax #FinancialPlanning #LegalTips #TaxationLaw #IncomeTax #LegalAdvice #LegalAdvisory #CorporateAdvisory Shaadi.com Jeevansathi.com BharatMatrimony.com Anupam Mittal

𝐍𝐞𝐰 𝐎𝐩𝐩𝐨𝐫𝐭𝐮𝐧𝐢𝐭𝐢𝐞𝐬 𝐟𝐨𝐫 𝐑𝐞𝐭𝐚𝐢𝐥 𝐈𝐧𝐯𝐞𝐬𝐭𝐨𝐫𝐬: 𝐒𝐄𝐁𝐈’𝐬 𝐏𝐮𝐬𝐡 𝐟𝐨𝐫 𝐀𝐥𝐠𝐨 𝐓𝐫𝐚𝐝𝐢𝐧𝐠 India's financial landscape is transforming. SEBI's latest draft circular opens the world of 𝐀𝐥𝐠𝐨𝐫𝐢𝐭𝐡𝐦𝐢𝐜 𝐓𝐫𝐚𝐝𝐢𝐧𝐠 (Algo Trading)—previously reserved for institutions—to retail investors. This move aims to level the playing field, granting individuals access to advanced trading technologies once out of reach. 𝐀 𝐐𝐮𝐢𝐜𝐤 𝐎𝐯𝐞𝐫𝐯𝐢𝐞𝐰: 𝐖𝐡𝐚𝐭 𝐢𝐬 𝐀𝐥𝐠𝐨 𝐓𝐫𝐚𝐝𝐢𝐧𝐠? Algorithmic trading uses automated systems to execute trades based on predefined strategies, offering: 1. Reduced transaction costs. 2. Improved market liquidity. 3. Precise execution, free from emotional bias. 𝐖𝐡𝐚𝐭’𝐬 𝐂𝐡𝐚𝐧𝐠𝐢𝐧𝐠? SEBI is democratizing algo trading, allowing retail investors to participate with safeguards and clarity. Here are the key highlights: 1. 𝘌𝘮𝘱𝘰𝘸𝘦𝘳𝘪𝘯𝘨 𝘙𝘦𝘵𝘢𝘪𝘭 𝘛𝘳𝘢𝘥𝘦𝘳𝘴: Retail investors will now gain access to algo trading via brokers and registered algo providers, ensuring a secure and structured entry point. 2. 𝘛𝘦𝘤𝘩-𝘚𝘢𝘷𝘷𝘺 𝘐𝘯𝘷𝘦𝘴𝘵𝘰𝘳𝘴 𝘛𝘢𝘬𝘦 𝘵𝘩𝘦 𝘓𝘦𝘢𝘥: Individuals with programming skills can now develop and register their own algorithms, sharing them with family members like spouses, children and parents. 3. 𝘙𝘦𝘨𝘶𝘭𝘢𝘵𝘰𝘳𝘺 𝘖𝘷𝘦𝘳𝘴𝘪𝘨𝘩𝘵 𝘧𝘰𝘳 𝘚𝘢𝘧𝘦𝘵𝘺: SEBI proposes key safeguards for retail investors, including: - 𝘚𝘦𝘤𝘶𝘳𝘦 𝘈𝘗𝘐𝘴: Two-factor authentication, unique API keys and whitelisted IPs. - 𝘛𝘢𝘨𝘨𝘦𝘥 𝘛𝘳𝘢𝘥𝘦𝘴: Unique identifiers for tracking and audits. - 𝘝𝘦𝘯𝘥𝘰𝘳 𝘈𝘤𝘤𝘰𝘶𝘯𝘵𝘢𝘣𝘪𝘭𝘪𝘵𝘺: Algo providers supervised by brokers, with complaints handled by brokers. 4. 𝘈𝘭𝘨𝘰 𝘊𝘢𝘵𝘦𝘨𝘰𝘳𝘪𝘻𝘢𝘵𝘪𝘰𝘯 𝘧𝘰𝘳 𝘛𝘳𝘢𝘯𝘴𝘱𝘢𝘳𝘦𝘯𝘤𝘺: Algos will be classified as: - 𝘞𝘩𝘪𝘵𝘦 𝘉𝘰𝘹 𝘈𝘭𝘨𝘰𝘴: Transparent, with disclosed logic. - 𝘉𝘭𝘢𝘤𝘬 𝘉𝘰𝘹 𝘈𝘭𝘨𝘰𝘴: Proprietary systems requiring Research Analyst registration and detailed reports. 5. 𝘙𝘰𝘭𝘦𝘴 𝘙𝘦𝘥𝘦𝘧𝘪𝘯𝘦𝘥 𝘧𝘰𝘳 𝘚𝘵𝘢𝘬𝘦𝘩𝘰𝘭𝘥𝘦𝘳𝘴: SEBI outlines specific responsibilities for brokers, algo providers and exchanges to ensure operational efficiency and robust safeguards. For detailed insights, read SEBI’s draft circular here: https://lnkd.in/g5CiAy7Z 𝐖𝐡𝐲 𝐓𝐡𝐢𝐬 𝐌𝐚𝐭𝐭𝐞𝐫𝐬 𝐟𝐨𝐫 𝐑𝐞𝐭𝐚𝐢𝐥 𝐈𝐧𝐯𝐞𝐬𝐭𝐨𝐫𝐬 This initiative gives individuals access to advanced trading tools, whether you're a tech-savvy trader or an investor seeking better returns through automation. 𝐇𝐚𝐯𝐞 𝐘𝐨𝐮𝐫 𝐒𝐚𝐲! SEBI is inviting public comments on this draft until January 03, 2025. Have your say in shaping the future of India’s trading ecosystem. Submit your comments here: https://lnkd.in/gDQxkChK #SEBIUpdates #RetailInvestors #AlgoTrading #StartupAdvisory #Hatch_Legal

𝐌𝐢𝐧𝐮𝐭𝐞𝐬 𝐨𝐟 𝐌𝐞𝐞𝐭𝐢𝐧𝐠𝐬: 𝐌𝐨𝐫𝐞 𝐓𝐡𝐚𝐧 𝐉𝐮𝐬𝐭 𝐍𝐨𝐭𝐞𝐬 – 𝐀 𝐂𝐨𝐦𝐩𝐥𝐢𝐚𝐧𝐜𝐞 𝐄𝐬𝐬𝐞𝐧𝐭𝐢𝐚𝐥! Maintaining Minutes of Meetings (𝐌𝐨𝐌) might seem like a routine task, but lapses in compliance can lead to hefty penalties and long-term reputational damage. 𝐖𝐡𝐚𝐭 𝐀𝐫𝐞 𝐌𝐢𝐧𝐮𝐭𝐞𝐬 𝐨𝐟 𝐌𝐞𝐞𝐭𝐢𝐧𝐠𝐬? Minutes are formal records of meetings—whether of the board, committees, or shareholders. They capture: ▪️Key discussions ▪️Decisions and resolutions passed ▪️Actions planned ▪️Participants present When drafted correctly, they act as legal proof, ensure transparency, and provide clarity for future decisions. 𝐋𝐞𝐠𝐚𝐥 𝐅𝐫𝐚𝐦𝐞𝐰𝐨𝐫𝐤: 𝐊𝐞𝐲 𝐏𝐫𝐨𝐯𝐢𝐬𝐢𝐨𝐧𝐬 ▪️𝘚𝘦𝘤𝘵𝘪𝘰𝘯 118, 𝘊𝘰𝘮𝘱𝘢𝘯𝘪𝘦𝘴 𝘈𝘤𝘵, 2013: Mandates companies to maintain a minute book for every meeting within 30 days of conclusion. ▪️𝘙𝘶𝘭𝘦 25, 𝘊𝘰𝘮𝘱𝘢𝘯𝘪𝘦𝘴 (𝘔𝘢𝘯𝘢𝘨𝘦𝘮𝘦𝘯𝘵 𝘢𝘯𝘥 𝘈𝘥𝘮𝘪𝘯𝘪𝘴𝘵𝘳𝘢𝘵𝘪𝘰𝘯) 𝘙𝘶𝘭𝘦𝘴, 2014: Stipulates proper maintenance, signing, and safekeeping of minutes. ▪️𝘚𝘦𝘤𝘳𝘦𝘵𝘢𝘳𝘪𝘢𝘭 𝘚𝘵𝘢𝘯𝘥𝘢𝘳𝘥𝘴 (𝘚𝘚-1 & 𝘚𝘚-2): Provide additional guidelines for drafting and preserving minutes. 𝐖𝐡𝐚𝐭 𝐇𝐚𝐩𝐩𝐞𝐧𝐬 𝐈𝐟 𝐘𝐨𝐮 𝐈𝐠𝐧𝐨𝐫𝐞 𝐂𝐨𝐦𝐩𝐥𝐢𝐚𝐧𝐜𝐞? The recent RoC order against 𝘞𝘪𝘯𝘥 𝘞𝘰𝘳𝘭𝘥 (𝘐𝘯𝘥𝘪𝘢) 𝘓𝘪𝘮𝘪𝘵𝘦𝘥 is a stark reminder: ▪️The company failed to adhere to basic rules like dating, signing, and binding minutes properly. ▪️Result? A 16-year-old lapse unearthed during inspection led to penalties of ₹90,000 on the company, directors, and company secretary. 𝐃𝐨𝐧’𝐭 𝐋𝐞𝐭 𝐂𝐨𝐦𝐩𝐥𝐢𝐚𝐧𝐜𝐞 𝐂𝐚𝐭𝐜𝐡 𝐘𝐨𝐮 𝐎𝐟𝐟-𝐆𝐮𝐚𝐫𝐝! 𝘙𝘦𝘨𝘶𝘭𝘢𝘵𝘰𝘳𝘺 𝘋𝘪𝘭𝘪𝘨𝘦𝘯𝘤𝘦: Authorities like ROC can inspect your records retrospectively, even after years. 𝘗𝘦𝘯𝘢𝘭𝘵𝘺 𝘗𝘳𝘰𝘷𝘪𝘴𝘪𝘰𝘯𝘴: Defaults attract fines ranging from ₹5,000 to ₹50,000, depending on the nature of the lapse. 𝘙𝘦𝘱𝘶𝘵𝘢𝘵𝘪𝘰𝘯𝘢𝘭 𝘙𝘪𝘴𝘬: Poor governance practices can damage your credibility with stakeholders. At Hatch Legal, we understand that managing regulatory requirements can be overwhelming. We’re here to help you: ▪️ Draft and maintain minutes as per the latest legal requirements. ▪️ Ensure compliance with secretarial standards. ▪️ Avoid penalties by staying ahead of inspections. Compliance is not just about ticking boxes—it’s about fostering transparency, accountability, and trust. Don’t wait for an inspection to uncover lapses—stay proactive! #CorporateCompliance #MinutesOfMeeting #CorporateGovernance #ROC #SecretarialStandards #CorporateLaw #Hatch_Legal #StayCompliant #Startups #Founders #Lawfirms