- Notification issued by the Ministry of Corporate Affairs, Government of India on 20-09-2022 Amendment of the Companies (CSR Policy) Rules, 2014 of the Companies Act,2013.
- Circular No. 09/2022 dated 28.09.2022 issued by Ministry of Corporate Affairs in regard to Extension of time for filing e-form DIR-3-KYC and web-form DIR-3-KYC-WEB without fee.
- Notification issued by the Reserve Bank of India on 30.09.2002 regarding Late Submission Fee for reporting delays under Foreign Exchange Management Act, 1999 (FEMA).
- Odisha Real Estate Regulatory Authority, direction dated 28.09.2022 under section 37 of Real Estate (Regulation & Development) Act, 2016;
- Karnataka Real Estate Regulatory Authority, notification dated 09.09.2022 and Corrigendum dated 20.09.2022; and
- Gujarat Real Estate Regulatory Authority order dated 30.09.2022 for extension of due date for submission of Form-5 for FY 2021-2022.
- CASE ANALYSIS : SUNSHINE TEAHOUSE PRIVATE LIMITED VS. MTRM GLOBAL PRIVATE LIMITED [PRONOUNCED BY THE HON’BLE HIGH COURT OF DELHI ON 11.10.2022 IN CS (COMM) NO. 617 OF 2022]
Notification issued by the Ministry of Corporate Affairs, Government of India on 20-09-2022 Amendment of the Companies (CSR Policy) Rules, 2014 of the Companies Act,2013
The Ministry of Corporate Affairs, vide its notification dated 20.09.2022 amended the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as the “said Rules”), as under:
In the said Rules, in rule 3:
(a) after proviso to sub-rule (1), the following proviso has been inserted, namely: –
“Provided further that a company having any amount in its Unspent Corporate Social Responsibility Account as per section 135 (6) shall constitute a CSR Committee and comply with the provisions contained in sub-sections (2) to (6) of the said section.”
(b) In rule 3, the sub-rule (2) has been omitted.
- In the said Rules, in rule 4:
- for sub-rule: (1), the following sub-rule shall be substituted, namely: –
‘(1) The Board shall ensure that the CSR activities are undertaken by the company itself or through, –
(a) a company established under section 8 of the Act, or a registered public trust or a registered society, exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of section 10 or registered under section 12A and approved under 80 G of the Income Tax Act, 1961 (43 of 1961), established by the company, either singly or along with any other company; or
(b) a company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government; or
(c) any entity established under an Act of Parliament or a State legislature; or
(d) a company established under section 8 of the Act, or a registered public trust or a registered society, exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of section 10 or registered under section 12A and approved under 80 G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities.
Explanation – For the purpose of clause (c), the term “entity” shall mean a statutory body constituted under an Act of Parliament or State legislature to undertake activities covered in Schedule VII of the Act.”
- In the said Rules, in rule 8 sub rule (3)-
- for the word’s “five percent”, the words “two per cent.” shall be substituted;
- for the words “whichever is less”, the words “whichever is higher” shall be substituted.
- Existing Annexure -II of the said Rules has been substituted by a new Annexure-II prescribed under the Notification.
Circular No. 09/2022 dated 28.09.2022 issued by Ministry of Corporate Affairs in regard to Extension of time for filing e-form DIR-3-KYC and web-form DIR-3-KYC-WEB without fee.
- Ministry of Corporate Affairs vide its circular no. 09/2022 dated 28.09.2022 allowed filing of e-form DIR-3-KYC and web-form DIR-3-KYC- WEB without filing fee up to 15th October 2022.
Notification issued by the Reserve Bank of India on 30.09.2022 regarding Late Submission Fee for reporting delays under Foreign Exchange Management Act, 1999 (FEMA)
- The Late Submission Fee (LSF) was introduced for reporting delays in Foreign Investment (FI), External Commercial Borrowings (ECBs) and Overseas Investment related transactions with effect from November 07, 2017, January 16, 2019 and August 22, 2022 respectively.
- The Reserve Bank of India vide its notification dated 30.09.2022 has decided to bring uniformity in imposition of LSF across functions.
- The said notification shall come into effect immediately for the delayed filings made on or after the date of this circular.
- All other provisions of reporting under FEMA remain unchanged.
Real Estate Brief
The Odisha Real Estate Regulatory Authority, as per the direction dated 28.09.2022 under section 37 of Real Estate (Regulation & Development) Act, 2016, directed as follows:
- In exercise of the powers conferred by section 37 of the Real Estate (Regulation and Development) Act, 2016 (“RERA”), the Odisha Real Estate Regulatory Authority directed that the Promoter and the Allottees shall form an Association as *Association of Allottees” as required under clause (e) of sub-section (4) of the section 11 of RERA in accordance with the model Bye-law and Memorandum of Association as annexed to the direction and such association may be registered under the Societies Registration Act, 1860.
- It has been further stated that the direction shall come into force on the date of its publication in the official website of the Odisha Real Estate Regulatory Authority.
The Karnataka Real Estate Regulatory Authority, as per notification dated 09.09.2022, notified as follows:
- The Karnataka Real Estate Regulatory Authority, under the guidance/ directions of the Hon’ble Karnataka State Legal Services Authority Bengaluru, shall hold National Lok Adalat in the premises of Karnataka Real Estate Regulatory Authority.
- The National Lok Adalat shall be held on 12.11.2022 to settle/compromise the complaints/cases, relating to, refund of money with or without interest, compensation, payment of interest for delay in delivering possession, cases relating to providing amenities, permissible execution proceedings in the disposed off cases or any other litigation which can be settled before the Lok Adalat, filed under the Real Estate (Regulation and Development) Act 2016 and the Karnataka Real Estate (Regulation and Development) Rules 2017.
- The Pre Lok – Adalat sittings will be held from 12.09.2022 to till 10.11.2022 between 02:30 P.M. to 05:30 P.M., during all working days and final orders/awards shall be recorded on 12.11.2022.
- Following the aforementioned notification, the Karnataka Real Estate Regulatory Authority has issued a corrigendum dated 20.09.2022 in respect of the notification of 09.09.2022. In the said notification it had been stated that the final orders/ awards shall be recorded on 12.11.2022 which was corrected in the corrigendum to state that the final orders/ awards shall be recorded on the respective dates as and when the cases are compromised/ settled but shall be on or before 12.11.2022.
The Gujarat Real Estate Regulatory Authority, vide order dated 30.09.2022, ordered for extension of due date for submission of Form-5 for FY 2021-2022.
- As per section 4(2)(1)(D) of the Real Estate (Regulation and Development) Act, 2016 read with regulation 4 of the Gujarat Real Estate Regulatory Authority (General) Regulation, 2017, every promoter is required to submit the annual report on statement of accounts in Form-5 within 6 (six) months after the end of every financial year for every registered project.
- The Gujarat Real Estate Regulatory Authority has made available a facility by which Form-5 may be filed online by Chartered Accountants on the Gujarat Real Estate Regulatory Authority portal for promoter of registered projects.
- Since representations had been received from various stakeholders requesting for extension of the time limit for submitting Form-5, after due consideration the Gujarat Real Estate Regulatory Authority passed the said order extending the last date for submission of Form-5 for financial year 2021-2022 from 30.09.2022 to 31.10.2022.
- Promoters and Chartered Accountants are required to comply with the requirement of submitting Form-5 by the revised time period to avoid penalties.
CASE ANALYSIS : SUNSHINE TEAHOUSE PRIVATE LIMITED VS. MTRM GLOBAL PRIVATE LIMITED [PRONOUNCED BY THE HON’BLE HIGH COURT OF DELHI ON 11.10.2022 IN CS (COMM) NO. 617 OF 2022]
The captioned suit was filed by Sunshine Teahouse Private Limited before the Hon’ble High Court of Delhi to restrain infringement of its registered trademark and the unauthorized use of the tradename by MTRM global Private Limited, relating to the competing trademarks ‘Chaayos’ and ‘Chaiops’.
- Sunshine Teahouse Private Limited (“Sunshine Teahouse”) is the registered trademark owner of the leading tea café brand CHAAYOS since 2017, which has been in use since 2012, with over 200 outlets at present. MTRM Global Private Limited (“MTRM”) on the other hand has conceptualized and adopted the mark CHAIOPS in 2020, for selling tea products through cafes, with 37 outlets at present.
- It is the case of Sunshine Global that in violation of its registered trademark CHAAYOS, MTRM adopted the mark CHAIOPS for offering identical products and services. It is settled law that using a prominent word in a logo amounts to trademark infringement, as Section 17 of the Trademarks Act, 1999, safeguards the trademark as a whole- i.e., inclusive of all the devices used in a trademark and not parts thereof.
- The Hon’ble Court was of the opinion that an amicable resolution could be reached between the parties considering their business status. Since the dispute primarily was on the word mark and the device and the logo were not objected to, the parties explored various options for the word mark which could be adopted by MTRM.
The parties reached an amicable settlement, and hence, the only issue before the Hon’ble Court was the final terms of the settlement and the timeline to give effect to such terms.
Terms of settlement and Court’s observations :
- It was agreed between the parties that MTRM would change its work mark to ‘ChaiApps’ instead of ‘CHAIOPS’, which was accepted by Sunshine Global.
- The Hon’ble Court directed MTRM to effect the change to its existing centres, physical boards, stationery by 1st April, 2023, and in respect of online platforms and any new outlets to be opened, the change would be immediate. MTRM was further directed to inform its customers within 1 month that the name of its establishment has been changed ‘ChaiApps’, and to remove all references of the earlier mark from the world wide web and all social media platforms, including changing the domain name and emails.
- MTRM agreed that with effect from 1st April, 2023, it will cease use of the mark CHAIOPS. The Hon’ble Court further directed Sunshine Global to immediately bring any such material to the knowledge of MTRM. In case MTRM fails to take down such boards, signage, destroy such goods, materials, online or otherwise, within 1 week of receipt of such notice from Sunshine Global, they will be liable to pay damages to the tune of INR 50,000/- for each day till the default continues.
- It was agreed that Sunshine Global would not object to the use and/ or registration of the new work mark ‘ChaiApps’, or any variants thereof. Further, the Hon’ble Court directed MTRM to withdraw their currently pending trademark applications before the Trademark Registry for the trademark CHAIOPS, or its variants, within one week.
- In the aforesaid background, the Hon’ble Court finally held that the terms of settlement agreed upon by the parties would be full, final and binding on all person(s) directly or indirectly related to them in their ordinary course of business activities or even otherwise.