Voting by shareholders through electronic means — either at a general meeting through an electronic voting system or remotely through an internet-based platform — mandated by SEBI for all listed companies.
Explanation
E-voting has become the dominant mode of shareholder voting in India, particularly for listed companies. SEBI's Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015 (Regulation 44) mandates that all listed companies provide e-voting facility for all resolutions placed before shareholders — at general meetings AND through postal ballot. The major e-voting service providers are NSDL (National Securities Depository Limited) and CDSL (Central Depository Services Limited). Companies must also allow electronic voting at physical meetings through polling devices. The e-voting window typically opens 3 days before the meeting and closes on the day before.
Statutory Provision
Rule 20, Companies (Management and Administration) Rules, 2014: 'Every listed company or a company having not less than one thousand shareholders, shall provide to its members facility to exercise their right to vote at general meetings by electronic means.' Regulation 44(1), SEBI LODR Regulations, 2015: 'The top 100 listed entities by market capitalisation... shall provide one-way live webcast of the proceedings of the annual general meeting. The listed entity shall also provide the facility to exercise votes to the shareholders of all general meetings through electronic voting system from a date one day prior to the date of the general meeting to the conclusion of the general meeting.'
A right of one landowner to use another's land for a specific purpose, such as right of way, light, or water, which runs with the land and cannot be detached from it.
Explanation
An easement under the Indian Easements Act, 1882 is the right of the owner of one parcel of land (dominant heritage) to use, or restrict the use of, another parcel (servient heritage) for the benefit of the first. It is a right appurtenant to land—it attaches to the dominant tenement and passes automatically with ownership of it. Common easements include: right of way, right of light, right to draw water, right to discharge rainwater. Easements may be acquired by grant (express or implied), by prescription (long user), or by necessity.
Statutory Provision
Section 4, Indian Easements Act, 1882: 'An easement is a right which the owner or occupier of certain land has to do and continue to do something, or to prevent and continue to prevent something being done, in or upon or in respect of certain other land not his own, for the benefit of which the right is annexed.'
A crime that involves financial fraud, corruption, money laundering, tax evasion, securities fraud, or other offences that primarily harm the economic interests of individuals, institutions, or the State — typically involving sophisticated methods and significant sums.
Explanation
Economic offences are a broad category of crimes in Indian law that span multiple statutes: (a) Banking fraud — under Section 447 Companies Act, 2013 and Section 138 Negotiable Instruments Act; (b) Securities fraud — SEBI Act, 1992; (c) Money laundering — Prevention of Money Laundering Act (PMLA), 2002; (d) Tax evasion — Income Tax Act, Black Money Act; (e) Benami property — Benami Transactions (Prohibition) Act, 1988; (f) Foreign exchange violations — Foreign Exchange Management Act (FEMA), 1999; (g) Corruption — Prevention of Corruption Act, 1988. Economic offences are investigated by specialised agencies: Enforcement Directorate (ED) for PMLA/FEMA, Serious Fraud Investigation Office (SFIO) for company frauds, CBI for corruption and major frauds.
Statutory Provision
No single statutory definition of 'economic offence.' Section 2(1)(da), Prevention of Money Laundering Act, 2002 provides a non-exhaustive list of 'scheduled offences' — which includes financial crimes under various acts that constitute the predicate offences for money laundering. Section 447, Companies Act, 2013 defines fraud as 'any act, omission, concealment of any fact or abuse of position committed by any person or any other person with the connivance in any manner, with intent to deceive, to gain undue advantage from, or to injure the interests of, the company or its shareholders or its creditors or any other person.'
A rule of statutory interpretation that where specific words belonging to a genus or class are followed by general words, the general words are interpreted to cover only things of the same genus or class as the specific words — not things of a different, broader kind.
Explanation
Ejusdem generis (Latin: 'of the same kind') operates as follows: where a statute lists specific items (say, 'cats, dogs, horses, and other animals'), the general words ('other animals') are interpreted to mean only animals of the same kind as those specifically listed — not fish, birds, or insects. The specific items define a class (in this example, domesticated mammals); the general words extend the provision to other members of that class. This rule prevents the general words from swallowing the specific words or rendering the specific listing pointless.
Statutory Provision
No statutory definition — ejusdem generis is a judge-made rule of interpretation. Widely applied by Indian courts: Supreme Court in <em>M/s Banwarilal Bansidhar v. State of UP</em> AIR 1997 SC 367 applied ejusdem generis to statutory provisions listing specific items followed by general words. The court held that general words following specific enumeration must be confined to the category established by the specific words.
Data in electronic form — emails, messages, digital records — admissible as evidence if relevant and accompanied by a certificate.
Explanation
Electronic records are admissible as documentary evidence with a mandatory authenticity certificate — the Section 63 BSA certificate is indispensable for admissibility.
A constitutional mechanism under Articles 352, 356, and 360 by which the President may assume extraordinary powers to meet a grave crisis — whether caused by war, failure of constitutional machinery, or financial instability.
Explanation
The Constitution provides three types of emergency: (1) National Emergency under Article 352 — on grounds of armed rebellion, external aggression, or war; (2) State Emergency (President's Rule) under Article 356 — failure of constitutional machinery in a State; and (3) Financial Emergency under Article 360 — threat to financial stability of India or any part. During an emergency, the constitutional balance between Centre and States shifts dramatically towards the Centre, and some fundamental rights may be suspended (Article 358, 359).
Statutory Provision
Article 352(1), Constitution of India: 'If the President is satisfied that a grave emergency exists whereby the security of India or of any part of the territory thereof is threatened, whether by war or by external aggression or by armed rebellion, he may, by Proclamation, make a declaration to that effect in respect of the whole of India or of such part of the territory thereof as may be specified in the Proclamation.'
A right granted to an employee to purchase the company's shares at a predetermined price (exercise price) during a specified future period — designed to align employees' interests with shareholders' interests by making employees part-owners.
Explanation
Employee Stock Options (ESOPs) under the Companies Act, 2013 (Section 62(1)(b)) and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (for listed companies) give employees the option to buy company shares at the 'exercise price' (which is typically fixed at or below the market price at the time of grant). Key phases: (a) Grant — options are granted at the grant date at the exercise price; (b) Vesting — options vest over a period (typically 1-4 years) — the employee must remain with the company during the vesting period; (c) Exercise — the employee can exercise vested options (buy shares at the exercise price) during the exercise period; (d) Sale — the employee can sell the shares acquired through exercise. ESOPs create powerful retention incentives — employees who have unvested options ('golden handcuffs') have a financial incentive to remain.
Statutory Provision
Section 62(1)(b), Companies Act, 2013: 'Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered — (b) to employees under a scheme of employees' stock option, subject to special resolution passed by company and subject to such conditions as may be prescribed.' Regulation 4, SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (for listed companies): comprehensive ESOP regulation for listed companies.
The constitutional guarantee under Article 14 that the State shall not deny any person equality before the law or the equal protection of the laws within the territory of India.
Explanation
Article 14 contains two distinct but related guarantees: (a) 'equality before law' — the negative concept that there shall be no special privilege for anyone; the equal subjection of all persons to the ordinary law; and (b) 'equal protection of laws' — the positive concept that persons in like circumstances must be treated alike. The Article 14 guarantee is wide enough to cover not only legislation but also executive action. The Supreme Court in E.P. Royappa v. State of Tamil Nadu (1974) 4 SCC 3 expanded Article 14 to include prohibition against 'arbitrariness' — even if no discrimination is shown, an arbitrary State action violates Article 14.
Statutory Provision
Article 14, Constitution of India: 'The State shall not deny to any person equality before the law or the equal protection of the laws within the territory of India.'
A form of estoppel arising from a clear representation of existing facts (by words, conduct, or silence) upon which the other party relies to their detriment — the representor is barred in equity from denying the truth of the representation.
Explanation
Equitable estoppel (also called estoppel in pais or estoppel by conduct) is the broadest category of estoppel — it arises from any conduct, representation, or omission that causes another to change their position in reliance. Unlike promissory estoppel (which applies to future promises), equitable estoppel applies to representations of existing fact. Core rule: if A represents an existing state of facts to B, B relies on this, and A would cause B detriment by denying the representation, A is estopped from denying it. The doctrine is grounded in the maxim 'he who comes into equity must come with clean hands' and the equitable principle of unconscionability.
Statutory Provision
No specific statutory provision separate from Section 115 BSA (which covers estoppel by conduct generally). Equitable estoppel as a distinct doctrine is of English chancery origin — imported into Indian law through the IEA Section 115 (now BSA Section 115) and through equity jurisdiction of High Courts under their original civil jurisdiction.
Vigilantibus Non Dormientibus Aequitas Subvenit (Latin)
Definition
The equitable maxim 'equity aids the vigilant, not those who sleep on their rights' — a person who delays unreasonably in asserting their right may be denied equitable relief on the ground of laches (unreasonable delay causing prejudice to the other party).
Explanation
The maxim 'vigilantibus non dormientibus aequitas subvenit' (equity assists the watchful, not those who sleep) underpins the doctrine of laches — the equitable counterpart to statutory limitation periods. Even if a claim is not barred by limitation, a court may refuse equitable relief if the applicant has unreasonably delayed in asserting their rights and the delay has caused prejudice to the other party. The doctrine requires: (a) unreasonable delay; (b) knowledge of the right; and (c) prejudice caused to the other party by the delay. Delay alone is insufficient — there must be resulting prejudice.
Statutory Provision
No specific statutory provision — the doctrine of laches is equitable. Section 12(3) Specific Relief Act, 1963 (as amended in 2018) now significantly limits courts' discretion to refuse specific performance on laches grounds — the 2018 amendment makes specific performance more widely available. However, for injunctions and declarations, laches remains a valid defence. Limitation Act Sections 1-3: legal limitation bars suits; equity's laches doctrine applies as an additional bar for equitable remedies.
A legal bar that prevents a person from taking a position in legal proceedings inconsistent with a position they have previously taken or a representation they have made, if the other party has relied on that position or representation to their detriment.
Explanation
Estoppel prevents a party from 'blowing hot and cold' — asserting inconsistent positions. The key elements: (a) a clear representation of fact or conduct; (b) reliance on that representation by the other party; (c) detriment suffered by the relying party if the representation is repudiated. Estoppel is codified in Section 115 of the Bharatiya Sakshya Adhiniyam (BSA), 2023 (replacing Section 115 of the Indian Evidence Act, 1872). Types: estoppel by conduct (facts asserted and relied upon), promissory estoppel (promises relied upon), estoppel by record (judgment), estoppel by deed (statements in a formal document). Promissory estoppel (developed in India through Motilal Padampat Sugar Mills) prevents the government from resiling from clear promises when private parties have acted in reliance.
Statutory Provision
Section 115, Bharatiya Sakshya Adhiniyam (BSA), 2023 (formerly Section 115 IEA, 1872): 'When one person has, by his declaration, act, or omission, intentionally caused or permitted another person to believe a thing to be true and to act upon such belief, neither he nor his representative shall be allowed, in any suit or proceeding between himself and such person or his representative, to deny the truth of that thing.'
Relief that is granted as a matter of right — as a debt owed by justice — where the court has no discretion to refuse once the applicant establishes entitlement; distinguished from discretionary relief that the court may grant or refuse.
Explanation
Ex debito justitiae (Latin: 'from the debt of justice') refers to relief that courts are obligated to grant once the applicant establishes their entitlement — as opposed to relief that courts have discretion to grant or withhold. Certain judicial remedies are ex debito justitiae: habeas corpus is issued as of right when illegal detention is established; acquittal is granted as of right when guilt is not proved beyond reasonable doubt; statutory rights (e.g., right to bail in bailable offences) are granted as of right. By contrast, specific performance, injunctions, and most equitable reliefs are discretionary — the court may refuse them even if the applicant proves their legal right.
Statutory Provision
No specific statutory provision — ex debito justitiae is a judicial and equitable concept. Article 32(1) Constitution: 'The right to move the Supreme Court by appropriate proceedings for the enforcement of the rights conferred by this Part is guaranteed.' This is an ex debito justitiae right — the Supreme Court must hear fundamental rights petitions and must grant appropriate remedy if rights are violated; it cannot refuse to act. For bailable offences: Section 480 BNSS (formerly Section 436 CrPC) — bail is a right in bailable offences, not discretionary.
