This is a common phenomenon and a commercial requirement that the parties end with the rules of merger, split or any form of restructuring, setting the “designated date,” which may be prospective or retroactive. The term designated date refers to Section 232 (6) of the Companies Act 2013 and is also mentioned in the Ministry of Economic Affairs circular of August 21, 2019. Essentially, the concept of a named date has reached the legal support and holiness we so desperately need. The concept of a “date determined” for systems purposes is considered to be the date on which assets and liabilities to be transferred under a system are established. This principle was established by the Supreme Court in Marshall Sons (India) Ltd vs. CIT (223 ITR 809) (“Marshall Sons Case”). While these principles are worthy of establishing, it cannot be for private agreements between parties, as such agreements lack the blessings and strength of a court. There are a number of things that can go wrong if they sign a confidentiality agreement with a retroactive date. We`re going to see Biggies here. Based on the example of a credit of $1 million from above, the returned note could have been fraudulent under various facts. Suppose the client deliberately planned not to sign the debt note because he had informed his joint venture partner that the funds were a capital contribution that should not be repaid.

In this case, while it is appropriate to document the loan with a debt, the underlying project could have been part of a plan to mislead a third party. Before writing or signing a retroactive agreement, do some research, choose your words carefully and exercise caution. Well done, they can be very useful. Bad execution, however, and you might find yourself in a world of pain. But backdating (or adding a retroactive date) can be a difficult business, perhaps even more so with NOA agreements because of their nature and content. In these cases, the facts illustrate the transactions between parties in which the transaction transfer data that is made before or after the execution of the agreement is explicitly defined. It should also be noted that neither the courts nor the revenues challenged or challenged the notion of how a commercial sale might have a fixed date. The transactions reviewed in these cases appear to have a retroactive or forward-looking sale date. When drafting the retrodated confidentiality agreements, make sure that none of the obligations can be fulfilled or fulfilled after the contract is signed.