Sarthak Advocates & Solicitors

New Delhi, India – May 2025 - Sarthak Advocates & Solicitors is proud to welcome Tarun Bhattacharya as a partner. With close to 3 decades of corporate-legal experience across India, South Asia and other global markets and on projects collectively exceeding US$2 billion, Tarun brings the strategic vision and technical expertise needed to guide clients through India’s accelerating shift to renewable power, battery storage and large-scale utility projects. Prior to joining Sarthak Advocates & Solicitors, he was associated with AES India Private Limited, a subsidiary of the U.S.-based AES Corporation as a General Counsel and Compliance Officer. Tarun was instrumental in structuring South Asia’s first 10 MW grid-scale Battery Energy Storage System in Delhi in partnership with Mitsubishi Corporation and in providing the legal framework for a major solar-power deployment utilizing Australia’s patented “Maverick” technology. Commenting on his new role, Tarun says, “I am happy to join Sarthak Advocates & Solicitors at a time when India’s energy and corporate sectors are undergoing transformative growth. The firm’s commitment to delivering tailored, high-impact solutions in energy, project finance, regulatory compliance and corporate transactions aligns seamlessly with my focus on combining legal precision with strategic business insight." Earlier in his career, Tarun practiced for a decade at the Allahabad High Court, various tribunals and civil courts, representing prominent public-sector undertakings including NTPC, SAIL, SBI, Power Grid and the Cotton Corporation of India. He has an LL.M. from New York University School of Law and an MBA from the University of Strathclyde (UK). Registered with the Bar Council of India, he has advised major sponsors, lenders and government entities on energy-sector investments across India, Nepal, Sri Lanka and Eurasia. Abhishek Nath Tripathi, Managing Partner of Sarthak Advocates & Solicitors, states that “India’s energy sector is at an inflection point as the country races toward cleaner, more resilient power infrastructure. Tarun’s joining will not only strengthen energy and corporate practice at the Firm but his hands-on leadership and his track record in handling landmark transactions will be instrumental in helping our clients navigate technical, regulatory and commercial complexities.” This strategic addition reinforces Sarthak Advocates & Solicitors’ position as a leading adviser on high-stakes corporate, M&A, regulatory and energy-sector matters. Recently, the firm has inducted Payal Dayal as a partner along with her team of 3 lawyers. With these additions, the Firm’s  Partner strength increases to 6 partners. About Sarthak Advocates & Solicitors Sarthak Advocates & Solicitors is a full-service law firm focused on corporate and commercial laws. We provide high-quality, cost-effective solutions to our clients and are committed to supporting them in varying economic conditions, and the changing legal and regulatory landscape. This has enabled us to build continuing relationships with our clients. The firm’s practice areas include emerging sectors of India’s fast-paced economy such as energy, dispute resolution (litigation & arbitration), infrastructure & construction, education & training, investment & M&A, insolvency & restructuring, data protection, real estate, labour & employment, charities, estate management and planning, alternative investment funds, competition law and general corporate advisory. The firm blends its legal services with an active role in unbiased policy intervention. The firm is distinguished by its ability to deliver sophisticated legal solutions while maintaining a deep understanding of sectoral and economic contexts, enabling enduring client relationships and consistent recognition in leading international publications and rankings. Mr. Abhishek Nath Tripathi Mr. Tarun Bhattacharya

- Ashutosh Senger & Nirmal John INTRODUCTION The Ministry of Environment, Forest and Climate Change (“MoEFCC”) has notified the Environment Protection (End-of-Life Vehicles) Rules, 2025 (“ELV Rules”) which establishes a comprehensive framework for the environmentally sound management of end-of-life vehicles (“ELVs”). These ELV Rules come into force from 1st April 2025. It has been estimated that passenger cars constitute about 70% steel and 7- 8% aluminium. Therefore, ELVs contain significant amounts of metal and other materials that can be salvaged and, if recycled properly, can be fed back into the supply chain. This process will lessen the environmental impact linked to the mining of primary materials and reduce the vehicle’s life cycle emissions. ELVs means all vehicles which are no longer validly registered or declared unfit through Automated Fitness Centres or their registrations have been cancelled under Chapter IV of the Motor Vehicles Act, 1988 or due to an order of a Court of Law or are self-declared by the legitimate registered owner as a waste vehicle due to any circumstances as specified in the Motor Vehicles (Registration and Functions of Vehicle Scrapping Facility) Rules, 2021. APPLICATION AND NO DOUBLE REGULATION The ELV Rules apply to producer, registered owners of vehicles, bulk consumers, Registered Vehicle Scrapping Facility (“RVSF”), collection centres, automated testing stations and entities involved in testing of vehicles, handling, processing and scrapping of ELVs. The applicability of the ELV Rules extends to all types of vehicles defined in section 2(28) of the Motor Vehicles Act, 1988 and includes an electric vehicle, battery operated vehicle, e-rikshaw or e-cart, but does not apply to agricultural tractors, agricultural trailers; combine harvester; and power tillers. There is no double regulation as the ELV Rules do not apply to waste batteries covered under the Battery Waste Management Rules, 2022; plastic packaging as covered under the Plastic Waste Management Rules, 2016; waste tyres and used oil as covered under Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016; and E-waste as covered under E-Waste (Management) Rules, 2022. RESPONSIBILITIES ON THE STAKEHOLDERS: These ELV Rules includes provisions for the responsibilities of various stakeholders and outlines the extended producer responsibility (“EPR”) obligations for producers. Some of the selected responsibilities of the stakeholders outlined in these ELV Rules are mentioned below: Producer Responsibilities: Fulfil its EPR obligations for vehicles introduced by it in the domestic market, including those for self-use, by ensuring the scrapping targets specified in the Schedule appended to these ELV Rules are met. The targets include scrapping a minimum percentage of steel used in vehicles, with specific percentages detailed for different years. Take measures to encourage the deposit of ELVs at RVSF or designated collection centres. Fulfil its EPR obligations either through the purchase of EPR certificate generated by its own RVSF or by any entity having RVSF. Declare EPR Obligations: Producer must declare its EPR obligations for the current year by 30th April of the same year to the Central Pollution Control Board (“CPCB”). Registration: Producer must obtain registration as a producer from the CPCB through centralised online portal by making an application in Form 4 appended to these ELV Rules. Annual Return: Producer must furnish its annual returns in Form 1 appended to these ELV Rules on the centralised online portal to CPCB by 30th June for the previous financial year. RVSF Responsibilities: RVSF must conduct activities such as treatment, dismantling, safe storage of various categories of waste in separate bins and recycling and refurbishment of materials in an environmentally sound manner. Maintain records of the receipt of ELVs, weight of various types of waste materials generated and handed over to authorized recyclers or refurbishes or treatment facilities and disposal facilities. Registration: RVSF must make an application in Form 5 appended to these ELV Rules to the concerned State Pollution Control Board (“SPCB”) and obtain registration for operation or RVSF. Quarterly Returns: RVSF shall file quarterly returns on the centralised online portal to SPCB in Form 3 appended to these ELV Rules by the 30th day of the next month of the previous quarter and keep a record. Registered Owner and Bulk Consumer: When a vehicle becomes an ELV, the registered owner or bulk consumer must deposit the ELV at any of the producer’s designated sales outlet or designated collection centre or RVSF within 180 days from the date the vehicle becomes an ELV. No person shall keep an ELV beyond this specified period. Registration: The ELV Rules defines a bulk consumer as a consumer owning more than 100 vehicles. A bulk consumer must obtain registration on the centralised online portal from the SPCB. Annual Return: Bulk consumer must file an annual return in Form 2 appended to these ELV Rules on or before 30th June for the previous financial year on the centralised online portal. Collection Centre: Collection Centre must collect and store ELVs and send them to RVSF. They are mandated to maintain the records of the ELVs received by it and sent to the RVSF and the way such vehicle is handled. Automated Testing Station (ATS): ATS is required to upload the details of all vehicles declared unfit under rule 182 of the Central Motor Vehicles Rules, 1989, on the centralised online portal. CENTRALIZED ONLINE PORTAL: The ELV Rules mandate the CPCB to establish a centralised online portal within six (06) months of publication of these ELV Rules. This portal will impact all stakeholders involved in the management of ELVs because it will be used for registration of producers, bulk consumers, and RVSF and for filing of returns by them. Further, the portal enables the exchange of EPR certificates, allowing producers to fulfil their obligations through certificates generated by RVSF. The portal will serve as a single point data repository for all activities under these ELV Rules. LIABILITY TO PAY ENVIRONMENTAL COMPENSATION If any producer, RVSF, or bulk consumer fails to comply with the provisions relating to the handling and scrapping of ELVs in an environmentally sound manner under these ELV Rules, they are liable to pay Environmental Compensation (“EC”) equivalent to the loss, damage, or injury caused to the environment or public health in accordance with the guidelines issued by the CPCB. Proactive compliance strategies are underscored by allowing the return of a portion of the EC if the obligations are subsequently met. Ensuring compliance Stakeholders should take steps to comply with the provisions of these ELV Rules. As these ELV Rules come into effect on 1st April 2025, producers, RVSFs, and bulk consumers must take steps towards registering themselves under these ELV Rules. Further, producers must declare their EPR obligations within the specified timeframe. These ELV Rules signal the beginning of India’s move towards dealing with ELVs as part of the strategy to limit the emissions of on-road vehicles. By familiarizing themselves with the intricacies of these ELV Rules, stakeholders can develop a deeper understanding of the potential impact of these ELV Rules on their operations and overall business strategies. Effective implementation and compliance with these ELV Rules will not only reduce the environmental impact of vehicle disposal but also create opportunities for innovation in recycling and material recovery.

Palm and its derivatives, integral to HUL’s diverse portfolio of personal care, beauty, and home care products, have traditionally been sourced from Indonesia and Malaysia.However, this strategic acquisition marks entry of HUL in the palm oil space, a pivotal step in strengthening HUL’s localized supply chain resilience through backward integration. Moreover, it aligns seamlessly with the objectives of India’s National Mission on Edible Oils, fostering the development of sustainable and domestically sourced palm infrastructure. Sarthak’s team provided comprehensive, end-to-end support throughout the transaction, with legal due diligence with physical inspection, transaction structuring, advisory on palm oil regulations and drafting and negotiation of transaction documentation. The team was led by Managing Partner Mr. Abhishek Nath Tripathi, with contributions from Senior Associate Mr. Anil Khanna, and Associates Mr. Adesh Mishra and Mr. Saksham Gulati.  

Sarthak Advocates & Solicitors represented Waaree Energies Limited (“Waaree”), India's largest solar PV module manufacturer,in its strategic acquisition of Enel Green Power India Private Limited along with its Special Purpose Vehicles (SPVs) for INR 792 crore. This transaction marks Waaree’s significant entry into the renewable energy sector as a developer. The acquisition is a landmark in renewable energy mergers in India, positioning India’s largest module manufacturer as a serious renewable energy developer. The Firm advised Waaree at all stages of the deal, from due diligence to transaction structuring and transaction document negotiation. Sarthak has built a niche practice in the energy space having advised each stakeholder, being the generators, distribution companies, transmission companies, power exchange and OTC platform, across various jurisdictions. This transaction is a testament to Sarthak’s capability in handling complex cross border transactions. From Sarthak’s side, the transaction was led by Managing Partner, Mr. Abhishek Tripathi, who was ably assisted by Avantika Shukla, Adesh Mishra, Anil Khanna, Utkarsh Mishra, Akash Garg, Saksham Gulati, Dhruvi Patni, Etesh Verma, Durgesh Gaud and Yashika Chawla. Mr. Manoj Sinsinwar, Chief Legal Officer of Waaree led the transaction from Waaree legal team.  

Sarthak Advocates & Solicitors is proud to welcome Ms. Payal Dayal, Partner and former Head of the Corporate Practice at AKS Partners,along with Ms. Shivani Wadhwa, Senior Associate, and Associates Ms. Ritika Gupta and Ms. Muskaan Chugh. Payal brings close to 18 years of experience in corporate law, mergers and acquisitions, private equity, and venture capital. Renowned for her meticulous approach and technical expertise, she has advised clients across sectors including pharmaceuticals, logistics, and technology. “Joining Sarthak Advocates and Solicitors marks an exciting new chapter for my team and me. Sarthak’s dynamic approach and dedication to tailored client solutions align perfectly with our professional ethos. I am confident that we will contribute meaningfully to the firm’s growth and help deliver impactful results,” says Payal. Ms. Shivani Wadhwa, with over six years of experience, has made a mark through her work in M&A, private equity transactions, and corporate compliance. Her career highlights include advising on complex mergers, negotiating key agreements, and facilitating investment transactions​. Ritika Gupta, known for her thorough research and drafting skills, has contributed to significant due diligence and advisory projects. The team also includes Muskaan Chugh, who has shown commendable dedication and potential through her work on corporate research, client communication, and transactional support. “Sarthak Advocates & Solicitors is aiming to further strengthen its Corporate Transactions practice. Payal and her skilled team will add further depth to our already existing corporate transactions advisory practice. Their deep industry knowledge and versatile experience will empower us to meet the evolving needs of our clients, particularly in corporate and M&A.”, noted Abhishek Nath Tripathi, Managing Partner of Sarthak Advocates & Solicitors. This strategic move is expected to position the firm at the forefront of corporate legal services, expanding its reach in handling high-stakes mergers, acquisitions, private equity deals, and regulatory advisory work. The firm's fortified team will better serve the fast-growing demands of the legal market in India.  

On July 23, 2024, the Finance Minister Nirmala Sitharaman through the introduction of the Finance Bill, 2024,[1] held that Section 56(2)(viib) of the Income Tax Act, 1961 (“Act”), shall be inapplicable from April 01, 2025, thereby abolishing the angel tax from the Financial Year 2024-25. Angel tax had been a source of distress for startups looking to raise funds and its abolition has brought a sense of relief amongst many startups that have been at the receiving end of tax notices for having raised funds allegedly at a price over their fair market value. Aimed at preventing generation and circulation of unaccounted money in India, angel tax had been levied on unlisted companies to tax funds raised by such companies via issuance of shares at a value over and above its fair market value. Angel tax was levied under the head ‘Income from Other Sources’ of the Act. It has long been argued that in startups, it may not be possible to determine the fair market value of shares due to the inherent uncertainties about the future business prospects of the company. The investors, with their experience and understanding of the company’s potential, are often the best judges of its value. They may invest at a premium based on anticipated future growth, innovation or strategic advantages that are not immediately quantifiable. This premium reflects the investor’s confidence in the company’s future performance rather than its current financial metrics. Timeline of Angel Tax: Angel tax was introduced by the Finance Act, 2012, by the then Finance Minister Pranab Mukherjee. At the time when the angel tax was introduced, it was levied on the consideration received in excess of the fair market value of shares from the Indian residents. However, through the Finance Act, 2023, it was extended to apply to the consideration received in excess of the fair market value of shares from any person, whether resident or non-resident. Central Board of Direct Taxes (“CBDT”) vide notification dated July 12, 2017,[2] amended Rule 11UA of the Income tax Rules, 1962, amending the formula for determining the fair market value of unquoted shares. Subsequently, CBDT vide notification dated September 25, 2023,[3] introduced several formulae that unlisted companies can use to determine the fair market value of their unquoted equity shares, such as Net Asset Value and Discounted Free Cash Flow. Unlisted companies are free to choose any of the provided methods. However, in cases where the funds are received from a resident, the following methods are not available for selection: (i) Comparable Company Multiple Method; (ii) Probability Weighted Expected Return Method; (iii) Option Pricing Method; (iv) Milestone Analysis Method; and (v) Replacement Cost Methods. Rule 11UA also provided for manner of determination of fair market value of compulsorily convertible preference shares. Proviso (ii) to Section 56(2)(viib) of the Act provides that angel tax shall not be levied on a company that receives consideration for issue of shares from a class or classes of persons as may be notified by the Central Government. In exercise of its powers, several notifications were issued by the Department of Promotion of Industry and Internal Trade (“DPIIT”) and CBDT. DPIIT was established under the Ministry of Commerce and Industry in the year 1995, to develop and execute strategies aimed at fostering the growth of the industrial sector. DPIIT vide notification dated April 11, 2018,[4] exempted startups being private limited companies recognized by it from the applicability of Section 56(2)(viib) of the Act, subject to such companies meeting conditions laid down under the said notification. DPIIT then vide notification dated February 19, 2019,[5] amended the conditions to: (i) increased the time period for recognition as a startup from 7 years to 10 years, from the date of its incorporation; and (ii) increased the cap on turnover for any financial year since its incorporation from Rupees 25 crore to Rupees 100 crore. As on June 30, 2024, DPIIT has recognized 140,803 startups, which have been reported to have generated over 1.553 million direct jobs.[6] CBDT, as a statutory body, is entrusted with the administration of the Income Tax Act. CBDT had vide notification dated May 24, 2023,[7] exempted certain foreign entities residing in 21 specified countries or territories, including United States, United Kingdom, Japan, Australia and others, from the provisions of Section 56(2)(viib) of the Act. Such entities must be regulated in their country of establishment, incorporation or residence. The exempted entities include: (i) SEBI-registered Category-I Foreign Portfolio Investors; (ii) endowment funds associated with a university, hospitals or charities; (iii) pension funds established under foreign law; and (iv) broad-based pooled investment vehicles with over 50 investors, excluding hedge funds or those employing diverse or complex trading strategies. Finally, Section 56(2)(viib) of the Act was abolished through the Finance Act, 2024. Criticism of Angel Tax: Angel tax was criticized on several grounds, such as: (i) lack of clarity on the valuation of fair market value of shares; (ii) increased disputes due to non-satisfaction of the assessing officers with the valuation adopted by a company; and (iii) higher rate of tax on the premium amount, leading to availability of less fund with the companies to meet its business purpose. Moreover, given the resistance to the angel tax, the Government had to keep amending the provision as well as the rules to grant exemptions to certain recognized startups and specified entities. Conclusion: Angel tax was in force in India for 12 years and rather than effectively serving its purpose, it acted as a hindrance for companies in India that were raising funds through issuance of shares. The Government tried to minimize the adverse effects of the angel tax through various relaxations, yet that left many legitimate businesses still in the lurch. With the introduction of many other laws that are more effective at curbing corruption, the Government rightfully realized that angel tax was a needless intrusion into the legitimate business affairs of a commercial enterprise. Abolition of the angel tax should aid the ease of doing business and strengthen India’s startup ecosystem. Footnotes [1] Finance Bill, 2024- https://www.indiabudget.gov.in/doc/Finance_Bill.pdf [2]Gazette Notification no. G.S.R. 865(E), issued by CBDT on July 12, 2017. [3] Gazette Notification no. G.S.R. 685(E), issued by CBDT on September 25, 2023. [4] Gazette Notification no. G.S.R. 364(E), issued by DPIIT on April 11, 2018. [5] Gazette Notification no. G.S.R. 127(E), issued by DPIIT on February 19, 2019. [6] Question no. 2490: Questions and Answers at the Lok Sabha session 2 on August 6, 2024- https://sansad.in/ls/questions/questions-and-answers [7] Gazette Notification no. S.O. 2274(E), issued by CBDT on May 24, 2023