Business Law

Business Law

Introduction What is business? (Business is as old as civilization. Over the period of time it has gained enormous power  over over customers/employ customers/employees/shareho ees/shareholders) lders)

Environment of Business Factors Constituting the Business Environment

Meaning

& Nature of Law

What is Law? ( Legally Accepted Ways) Law to ; a) b) c) d)

A Citizen A Lawyer   A Legislator  A Judge ³A set of rules derived by the State to regulate the conduct of  its people, recognized by the State and enforced by it on its peop peoplle termed as Law´ Law´ ³Business Law represents all those legal rules which are conn connec ecte ted d with with Tr Trad ade, e, Indus ndustr try y & Comm Commer erce ce´ ´

Nature of Law -- Cha Changi nging (No (Non Sta Static tic) Obje bjectiv tive ± Establis lishing ing Order  der 

Characteristics Characteristics of Law A body of rules For the guidance and conduct of persons Imposed

Enforced by the executive Presupposes a State Contents are non-static Develop Social Order & Compel Social Member to remain in order  Serves Social/Political/Economic purpose Law &

Morality

³ignorantia juris non excusat´

Classifications of Law Public Law / Private Law Criminal Law / Civil Law Substantive Law / Procedural Law International

Law / Municipal Law

Public International Law / Pvt. Int. Law

Sources of Business Law English Mercantile Law Business Customs & Usages Statute Law Judicial Decisions of Higher Courts / System of Precedents

Law of ³

Contract

The law of contract is that branch of law which determines the circumstances in which promises made by the parties to a contract shall be legally binding on them. Its rules define the remedies that are available in court of law against a person who fails to perform his/her   contract and conditions under which the remedie dies are available´ le´

Nature of Indian Contract Act, 1872 Provides for remedies against failure The conditions under which remedies are available Ensures realization of reasonable expectation of  the parties Not as exhaustive act (deals with the general principles of law of contract and some special contracts only) Doesn¶t lay down limits & duties rather create limiting principles The act is neither the whole law agreements nor  whole law of obligations  jus in rem v/s jus in personem (privity of  contract)

Agreement & Contract ³A contract is an agreement made between two or parties which the law will enforce´ - Section 2 (h) Agreement = Offer + Acceptance >> Promise (Promisee & Promisor) Consensus ad idem Legal Obligation should be created

What is a Contract ? An Agreement Enforceable by law Made

between atleast two parties

By which rights are acquired by one, & Obligations are created on the part of  another  And on failure, the other party has a remedy.

 AGREEMENT & ENFORCEABILITY Every promise and

Enforce by law

very set of promises forming consideration for  each other. ³All agreements are not contracts, but all contracts are agreements´

Essential Elements of a Valid Contract Offe Offerr & Acceptanc tance e Intention to create a legal relationship Lawful consideration ± (advantage/benefits moving to & from - between the two parties) Capacity (Competency) cy) of Parties ± (age/sound mind mind/n /not ot disq disqua uali lifi fied ed to ente enter) r)

Free & Genuine consent of the parties ± (undue influence, fraud, misrepresentation cause absence of free consent)

may

Lawfu Lawfull Ob Obje ject cts s Must not have been expressly declared Void Cer Certain tainty ty & pos possibil ibilit ity y of perf perfor orm mance nce Legal Legal Forma Formalit litie ies s

Classification of Contract Classification as per Validity (void/voidable/illegal/unforceable)

Void Agreement Agreement & Void Contract Classification as per formation (Express/ Implied/Quasi)

Classification as per performance (Executed/Executory/Unilateral-Executed Consider Consideratio ation n /Bilater /Bilateral al ± Executor Executory y Consideration)

Offer & Acceptance ³A person is said to have made an offer/proposal, when he ³signifies to another his willingness ³to do´ or ³not to do´ (i.e. abstain from doing) anything, with a view to obtaining the ascent of that other to such act or abstinence´ ± Section 2 (a) Offerer/Proposer/Promisor  Offeree/Proposee/Promisee/Acceptor 

Offe Offerr - Lega Legall Rule Rules s Offer must be such that is capable to be accepted in law and gives rise to legal relationship Terms of offer must be definite, unambiguous and not loose & vague Offe Offerr must ust be communic unica ated ted An offer must be distinguished from (i) an invitation to make an offer  (ii) ii) declar laration ion of intention ion to offer  Offer must be made with a view to obtaining the the ascent Offer should not contain a term the noncompliance of which may be assumed to amou amount nt to acce accept ptan ance ce

Acceptance & Legal Rules Acceptance is the act of assenting by the Offeree to the offeror  Acceptance may be express OR implied Who can accept? (only the Offeree) Acceptance must be legal & unqualified It must be communicated to the offeror  It must be according to the mode prescribed It must be given within w ithin a reasonable time Showing intention to fulfil the terms of promise It cannot be implied by silence (mere mental acceptance is no acceptance) Must be given before the offer lapses

Revocation or Lapse of Offer  By Communication of Revocation Death of insanity of either party before acceptance By lapse of time (if not accepted within the prescribed time) Non fulfillment of specific condition If a counter offer is made If the acceptance is not according to the prescribed mode and the Offeree is informed Revocation & Rejection

Completion of Communication Offer or Acceptance Acceptance OFFER : when it comes to the knowledge of the Offeree ACCEPTANCE : (i) As against the offeror : when putted into course of  transmission (out of  acceptors¶ power) (ii) As against the acceptor : when it comes to the knowledge of the offeror 

Revocation of Offer or  Acceptance (i) As against the person who makes it -when putted into course of transmission. (ii) As against the person to whom it is made -- when it comes to his knowledge

Consideration When A promises to do µsomething¶ A must get µsomethi µsomething¶ ng¶ in return return ± this somet something hing is known known as µconsideration¶ (Affirmative Act / Abstinence / Promise) It must move at the desire of the promisor  It may move from promisee or any other person It may be act, abstinence, forbearance or promise It may be past, present, future Need not be adequate It must be real and not illusory It must not be something which the promisor is not already bound to do It must not be illegal / immoral Stranger to the Contract

Contract without Consideration (Exceptions) Love & Affection [Sec 25 (1)]

--

A registered agreement between near relatives based on natural love & affection is enforceable.

Compensation for Voluntary Services [25 (2)] Promise to pay a time barred debt [25 (3)] Completed gift [Expl. 1 to Sec. 25] Agency [Sec. 185] Charitable subscription

Capacity to Contract As per Sec. 10 an agreement becomes a contract if it is entered into between the parties compe ompettent to contr ntract. As Sec. 11 declares following persons to be inc incompetent to contr ontra act; a) Minors b) Persons of unsound mind c) Persons disqualified by from contracting Alien Enemies / Corporations / Insolvent / Convicts

Free Consent Sec. 13 ³two or more persons are said to be consented when they agree upon the same thing in the same sense´ A consent is said to be free when it is not caused by; a) coercion ± sec 15; b) undue influence ± sec 16; c) fraud ± sec 17; d) misrepresentation ± sec 18; e) mistake ± sec 20, 21 & 22

Legality of Object Sec 23 declares that object & consideration of a contract should be lawful Consideration & object could be unlawful:a) If it is forbidden forbid den by law b) If it is of such a nature n ature that, if permitted, it would defeat the provisions of any law c) If it is fraudulent d) If it involves or implies injury to the person or property of another  e) If the court regards it as immoral f) If the agreement opposed to public policy

Void Agreements The following agreements have been expressly declared to be void by the Contract Act; Agreements by incompetent parties-(Sec11) Agreements made under a mutual mistake of  fact (Sec 20) Agreements, the consideration or object of  which is unlawful (Sec 24) Agreements made without consideration (Sec 25) Agreements, meaning of which is uncertain (Sec 29) Agreements to do impossible acts (Sec 56)

Contingent Contracts Contract may be Absolute OR Contingent Absolute contract is one in which the promisor  binds himself to performance in any event unconditionally A contingent contract is a contract to do or not to do something, if some event, collateral to such contract, does or does not happen (Sec 31) 3 essential characteristics of Contingent. Contract; i) ii) iii) iii)

Its

performance depends upon happening or non-happening of  some event in future The event mu must be be un uncertain The event event must must be collat collatera eral, l, i.e. i.e. incid incidenta entall to the the contrac contractt

Performance of Contract Sec 38 says if a promisor has made an offer to perform as per the contract and the promisee does not accept that, the promisor is not responsible for  non performance. By whom the contract must be performed; Promisor himself, Agent, Agent, Legal Rep., Third Person, Joint Promisors. Devolution of joint liabilities (Sec 42 to 44) (When 2 or more Promisors have made the promise, they are known as the joint promisors) All of them must fulfil the promise jointly (42), If not, 43 comes into effect thereby; liability of joint promisors is joint & several, a joint promisor may claim contribution, sharing of loss arising from default of one (43 para 1,2,3)

Discharge of Contract Discharge of contact means termination of the contractual relationship between the parties. A contract may be discharged by; a) Performance b) Agr gre eemen ementt of of Cons onsent ent c) Impossibility d) Lapse of time e) Operation of la law f) Breach of contract

Remedies for  Breach of Contract

1. 2. 3. 4. 5.

A remedy is the means given by law for the enforcement of right When a there is breach of contract, the injured party has one or more of the following remedies; remedies; Rescission of contract Suit for damages Suit upon quantum meruit Suit Suit for for spe speci cifi fic c per perfo form rman ance ce of the the contract Suit for in injunction

Quasi Contracts Law of Quasi Quasi Contract Contract ± Law of of Restituti Restitution on As a matter of fact Quasi Contract is not a contract at all. It is rather created by Law. It is an obligation which the law creates in the absence of any agreement. Sec. 68 -72 deals with w ith following kinds kinds of quasicontractual obligations; 1. Supply of necessaries 2. Pay Payment ent by by an inte intere rest sted ed pers person on 3. Ob Obli liga gati tion on to pay pay for for nonnon-gr grat atui uito tous us 4. Resp Respon onsi sibi bili liti ties es of find finder er of good goods s 5. Mistake or Coersion 6. Qu Quan antu tum m meru meruit it >> µas µas muc much h as as ern erned ed¶¶ 7. Comp Compen ensa sati tion on for for fail failur ure e to disc discha harg rge e obli obliga gati tion on created by quasi contracts

Contracts of Indemnity & Guarantee Chapter VIII (sec (sec.. 124124- 147) 147) of  of Indian Contract Act 1872 covers these provisions A contract by which one party promises to save the other from loss caused to him by the conduct fo the promisor himself, or by the conduct of any other person, is called a µcontract of indemnity¶. (sec 124) Promisor >> indemnifier & the promisee >> indemnity holder  Rights of indemnity holder when sued (sec 125) (all damages/all expenses-costs/all sums) Rights of indemnifier (the act is silent)

Guarantee (Sec. 126) A contract of guarantee of a contract to perform the promise or discharge the liability of a third person in case of his default. The person wh who o gives ± µsurety¶ Who Who defaults ± µprincipal debtor¶ To whom it is given ± µcreditor¶ It may be oral or written; express or implied Essen Essentia tiall featur features es;; Concurrence/Primary & Secondary liability/Essentials of a Valid Contract (in case of  principal debtor being a minor, the surety is rega regarrded ded as pr prin inc cipa ipal debto btor)

Contract of Indemnity v/s Contract of Guarantee CoI Two parties Liability is Primary Only one Contract Indemnifier not to Act on the request Of Indemnified Liability arises only In case of Contigency

>>

CoG

>> >> >> >>

Three Parties Liability is Secondary Total three contracts Surety to give guarantee upon debtor¶s request

>>

Debt/duty already exists the performance of which has been guaranteed by the surety

A few features Nature of surety¶s liability (coextensive/limitation) Kinds of guarantee (specific / continuing) Revocation of Continuing (noti (notice ce/d /dea eath th etc. etc.))

Guarantee

Discharge of Surety (surety¶s liability ends) (revocatio (revocation/cre n/creditor ditor¶s ¶s conduct/inv conduct/invalidat alidation) ion)

Bailment Ch. IX (sec (sec 148 148 - 181) 181) of Indian Contracts Act 1872 µBailment¶ means µdelivery of goods¶ by one person to another for some purpose upon a contract, that they shall, when the purpose is accomplished be returned or disposed off as per  the directions given by the person delivering them. One who delivers called µBailor¶ and to whom delivered called µBailee¶. >>> (sec. 148) Duties of Bailee (take care of bailed goods/not to make unauthorise use/exclusive benefits to the bailee/not bailee/not to mix the bailed goods with w ith his own/to return the goods) Duties of Bailor (disclose known faults/bear  extraordinary expenses of the bailee/receive back the goods/indemnify bailee in case of premature termination)

Cntg. >>> Law relating to lien; Lien means right of a person to retain possession of some goods until the claims are satisfied. These could be of two types; i) Particular Lien (sec 170)

&

ii) General Lien (sec 171)

Only those goods

All the goods which

Against which services services

are in possession

Have been rendered

(bankers/attorneys)

Pledge Bailment of goods as security for payment of a debt for performance of a promise is called µpledge¶; in this case The bailor is called >> pledger or pawnor  The bailee is called >> pledgee or pawnee (sec 172) Pledge is bailment of goods good s as security, bailment is for a purpose of any kind In case of default, pawnee pawn ee may sell the pledged goods, bailee may either retain the goods or sue for his charges paw nee cannot use In case of pledge, the pawnee the goods pledged, in case bailment bailee may do so if the contract so provides

Contract of Agency Ch. X (sec. 182-238) of  Indian Contract Act 1872 An Agent is a person employed to do any act for another, or to represent another in dealings dealings with third perso person(s) n(s) --- [sec. [sec. 182] Person who represent called ³Agent´ Person who is represented called ³Principal´ Essentials of Agency Relationship; 1. Agr gree eeme ment nt btn btn.. Pri Princ ncip ipal al and and the the Agent gent (no (no consideration is necessary to create agency) & 2. Intention of the Agent to act on behalf of the Principal

A few features Creation of an Agency (Express Agreement/ Implied Agreement/Ratification)

Duties of Agent (to carry out work undertaken as per  instructions/to instructions/to carry out work with reasonable care,skill & dilligence/to render accounts to the Principal/not Principal/not to deal on his own account/to pay sums received for the principal/to protect & preserve interest of the principal in case of his death or insolvency/not to use the information obtained in the course of agency against the principal/not to make secret/not to delegate authority

Sale of Goods Act 1930 Chapter VII of the Indian Contracts Act 1872 (contained the provisions earlier) Sale of goods is a contract whereby the seller  transfers or agrees to transfer the property in goods to the buyer for a price.[sec. 4 (1)]. Sale & Agreement to Sell Essentials of Contract of Sale (Two parties-Buyer  & Seller, Goods, Price, Transfer of Property, Essential elements of a valid contract) Sale & Hire Purchase Agreement Sale & barter or exchange Sale & bailment Price here means the money consideration for a sale of goods [sec 2 (10)] Earnest (some tangible thing as a token)

Negotiable Instrument Act 1881 A negotiable instrument means a promissory note, bill of exchange or cheque payable payable either to order  or to bearer. [sec 13] A few Characteristics; (freely transferable, title of holder free from all defects, recovery) Types; i) negotiable by statute(promissory notes, bill of  exchange and cheques) ii)negotiable by custom or usage (Bankers draft or  pay order, hundis, delivery orders and railway receipt for goods)

Notes, Bills and cheques A promissory note is an instrument in writing (not being a bank note or a currency note) containing an unconditional undertaking, signed by the maker, to pay a certain sum of money nly to or to the order of cerain person, or to the bearer of the insturment [sec 4] Elements (Writing, promise to pay, definite & unconditional, signed by the maker, signed by the maker, certain parties, certain sum of money, promise to pay money only, bank note or currency note is not a promissory note-as those are money itse tself, formalities like number, date, place etc.) A bill of exchange is an instrument in writing containing and unconditional order, signed by the

Contd«.

maker, directing a certain person to pay a certain sum of money only to, or to the order of, a certain person or to the bearer  of the instrument [sec 5] Parties to the bill >>> three (drawer, draw dr awee ee,, pay payee) ee) Elements (writing, contain an order to pay, order must be unditional, requires 3 parties, sum payable must be certain) A cheque is a bill of exchange drawn upon a specified banker and payable on demand [sec 6]

Dishonour of a Negotiable Instrument A bill may dishonoured by non-acceptance(since only bill required acceptance) or by non payment. A promissory note or a cheque are dishonoured by non payment only. (sec 91 & 92) When a negotiable instrument is dishonoured either by non-acceptance or non-payment, the holder of the instrument must give notice to all conce concerne rned.( d.(se sec c 93) 93) Notice of dishonour could be oral or written and must be sent wit within a reasonable time. A drawer of dishonoured cheque shall be deemed to have committed an offence. For which without prejudice to any other provision of this act, be punished with imprisonment for a term which may extend to one year OR with a fine which extend to twice the amount of the cheque OR with both

The Consumer Protection Act, 1986 1. 2. 3. 4. 5. 6.

The act seeks to provide better protection to consumers¶s rights. Such as rights to; Be pr prot otec ecte ted d aga again inst st mkt mktg. g. of pr prod oduc ucts ts hazardous to life & property Be info inform rmed ed abou aboutt the the qlt qlty y, qty, qty, ptenc ptency y, purit purity y, standard and price of products against unfair  trade practices Be assu assure red d acc acces ess s to pr prod oduc ucts ts at com compe peti titi tiv ve prices Be hear heard d and and to be assu assure red d that that the the con consu sume mers rs¶¶ interest will receive due consideration Seek Seek redr redres essa sall aga again inst st unfa unfair ir trad trade e pra pract ctic ices es Consumer ed education The act provides for establishment of quasi judicial machinery at district, state & centre level for speedy & simple addressel.

Disputes Redressal Agencies Consumer Disputes Redressal Forum (The Disctric Disctrictt Forum) Forum) ---- [sec 10 to 15] A person who is, or has been, or is qualified to be a District Judge, shall be its President Two other members of proven track record (one of  whom shall be woman) Term of office (5 yrs or 65 yrs of age whichever is earlier) Jurisdiction : To entertain complaints where the value of the products and the compensation, if  any, claimed do not exceed Rs. 500,000/-

Consumer Disputes Redressal Commission

The State Commission [Sec 16 to 19]

A person who is or has been a Judge of a High Court, shall be its President >>State Govt. appoints under consultation wit with CJ of HC Term is 5 yrs or 67 yrs of age, whichever is earlier  Jurisdiction: 1. >5 lac but not more than 20 lac, 2.Appeals against the order of District Forum

National Commission [Sec 20 to 23] A person who is or has been a Judge of Supreme Court, shall be its President>>Central Govt. appoints under consultation of CJ of SC Term 5 yrs or 70 yrs of age, whichever is earlier  Appeal against National Commission can be done in SC within 30 days

MRTP

Act 1969

The act aims at; Preventing concentration of economic power  Prohibiting monopolistic trade practices Prohibiting restrictive/unfair trade practices

Constitution of MRTP Commission: Sec 5 of the Act requires Central Govt. to constitute a commission ( MRTPC) act mgmt. The commission will have a Chairman & min. 2 or  max. 8 members Term is 5 yrs, can be reappointed for 2 nd term only OR 65 yrs of age whichever is earlier 

Powers of 

MRTPC

Powers Of a Civil Court To enquiry and pass final order  To make enquiry & express opinion To grant temporary injunction To award compensation To enforce orders of MRTPC To investigate whether the orders are being implemented To punish for contempt To regulate the procedure

Foreign Exchange Mgmt. Act 1999 FEMA replaced FERA 1973 and came into being w.e.f. June 1st, 2000

Authorized Person & its Duties: RBI may, on an application made in this regard, authorize a person to deal in Forex

Duties: To comply with RB I direction To ensure compliance of FE MA To produce books of accounts RBI may issue instructions time to time RBI may inspect the authorized person

FEMA Contravention & Penalties: Penalties Enforcement of orders of Adjudicating Authority Power to compound contravention

Adjudication & Appeal: Adjudicating authority Appeal to Special Director  Appeal to Appelate Tribunal

Appelate Tribunal: Constitution/Chairpers Constitution/Chairperson on & Members/Term (5yrs/65+62 yrs age bar respectively)

Powers of Tribunal and SD Shall not be bound by the Code of Civil Procedure They will have same powers as are vested in a Civil Court Their order shall have same decree as that of  a Civil Court All proceedings under these shall be deemed to be judicial proceedings Power to inter-bench transfer  Appeal against their decision may be filed in HC within 60 days of the receipt of such decision.

Information

Technology Act, 2000

Digital Signature Electronic Governance Certifying Authorities; 1. 2. 3. 4. 5. 6.

Appoi ppoint ntme ment nt of of Con Contr trol olle lerr & othe otherr off offic icer ers s Functions of Controller  Controller as re repository Lice Licenc nce e to issu issue e digi digita tall sign signat atur ure e cert certif ific icat ates es Appli pplica cati tion on/R /Ren enew ewal al/S /Sus uspe pens nsio ion n of Lice Licenc nce e Pow owe er to de delega legate te and and inve inves stig tigate

Penalties & Adjudication; 1. 2. 3. 4.

Penalty for damage, Pena Penalt lty y for for fail failur ure e to to fur furni nish sh info inform rmat atio ion, n, Residuary Pe Penalty, Power to adjudicate

Cyber Cyber Regulations & Tribunal Establishment of tribunal (by center govt.) Composition of tribunal (shall consist of only one member termed as Presiding Officer) Qualification & Terms of Presiding Officer (a HC Judge OR Indian Legal Service Grade I officer  for at least 3 yrs; term shall be for 5 yrs OR 65 yrs of age whichever is earlier) Resignation / Removal Procedure & Powers of the Tribunal Civil Court not to have jurisdiction/Appeal to HC

The Patent Act 1957 (The act describes the procedure for grant of   patent and protect his rights against infringement) Appli pplica cati tion on for for Pate Patent nts: s: A patent application can be made by1. 2. 3.

Any person claiming to be the true and first inventor of the invention Any person being the assignee of the above person The legal rep. of any deceased person, who immediately before his dea death was was entitled to make such uch an appl pplication

The Specification [sec 10]: A des descripti ption of the inventi ntion is call called ed the the speci specifi fica cati tion. on.

Exam Examin inat atio ion n of Appli pplica cati tion ons s Exclusive Marketing ting Righ Rights ts (App (Appli lic catio tion & Gr Gra ant) nt) Opposition to Grant of Patent (within 4 mnths of  ad) Wor Working of Patents

The Copyright Act, 1957 The govt. has established a copy right office under  the control of Registrar of Copyrights. The govt. has also constituted a Copyright Board. The registrar of copyrights is the Secretary of the Board. The board shall be deemed to be a civil court. The board will have a Chairman, who is or has been a Judge of a HC or is qualified to be a Judge of a HC. The copyright subsists in; a)original, literary, dramatic, musical and artistic works; b)cinematograph films and c) sound recordings Meaning of Copyright

contg..>>>

Registration of Copyright [sec 44-50] Infringement

of Copyright [sec 51]

Civil Remedies for Infringement [sec 55]

The Companies Act, 1956 An artificial person ± has no no body, body, no soul A voluntary association of persons It is not seen in physical form, but it exists and is not fictitious entity A separate legal entity, a limited liability, can be created & put to an end only by law It has its nationality and residence but is not a cityzen Company v/s Partnership Chartered/Statutory/Registered Co. Private & Public Limited Cos. Formation of Co. (Name approval/submission of  docs.) Certification Certification of Incorporation The Promoter 

Memorandum & Articles of Association Memorendum of Assoication shall consists of; 1. Name of the Co. 2. State in which the registered office of the co. is situated 3. Object of the Co. within which the Co. shall keeps its its bus busine iness The Articles of Association are the rules, regulations and bye-laws for the internal management of the affairs of a Co. Dist Distin inct ctio ion n betw betwee een n Memorandum & Articles of  Association Doctrine of Ultra Vires (Ult (Ultra ra--Bey Beyond & Vire Vires s ± Powe Power) r) A co. has the power wer to all such things as are:- 1.authorized by Co. Act.1 ct.195 956, 6, 2. esse essen ntial tial to achi achiev eve e its its obje object ct given iven in Memor emoran andu dum m & 3. Reas Reason onab ably ly and and fairl airly y inci incid denta entall to its its objec bjects ts.. Ever Every ythin hing else else is Ultr Ultra a Vires the Co. The purpose of this doctrine is two fold; 1. To protect investors in the com compan pany & 2. To pro rote tect ct cred credit ito ors to ensu ensure re appr appro opr pria iattion ion of fun funds. ds.

I

PO

Prospectus (Invitation to public, dating, registration) Contents of Prospectus i) General Information ii) Capital St Structure iii) iii) Term Terms s of of the the pr pre esent sent offe offer  r (objects, project cost, means of financing (including contribution of promoters)

iv) iv) Co., mgmt & project v) Part Partic icul ular ars s in rega regard rd to the the co. co. and and oth other er list listed ed companies under the same mgmt vi) Ou Outs tsta tan ndin ding liti litig gatio tion vii) Mgmt.¶s perception of risk factors Liabilities for mis-representation in prospectus (against the co., directors, promoters & experts)

Underwriting Commission & Brokerage

Contg. >>>

Register of Members [sec 150] ( Index, Place of  keeping the register, Power to close)

Annual Return (Every co. having sharing capital shall file this within 60 days of AG M)

Authorized, Registered or Nominal Capital Issued & Subscribed Capital Called-up Capital Paid-up Capital Uncalled Capital Reserve Capital Reduction of Share Capital (Under sec 100 a co. may do so subject to confirmation by the court)

Contg. >>>

Procedure of reduction fo share capital; 1.

Special Resolution [sec 10 100]

2.

Application to to the court

3.

Regi Regist stra rati tion on of cour courtt-or orde derr with with Regi Regist stra rar  r 

Conversion of debentures or loan into shares Stock & Shares (Distinction) Application & Allotment of Shares Share Certificate Share Warrant Distinction between Share Warrant & Share Certificate Buy Back of Securities Transfer of Shares

Contg. >>>

Surrender of Shares (Sec 77 prohibits) Forfeiture of Shares Purchase by Co. of its own shares Dividends Debentures Appointment of Directors; 1.

Firs Firstt Dir Direc ecto tors rs,, 2.A 2.Appoi ppoint ntme ment nt by Co., Co., 3.By 3.By the the Boa Board rd,, 4.By third parites, 5.By proportional representation, 6.By the Central Govt.

Removal of Directors; 1.

Shar Shareh ehol olde ders rs[2 [284 84], ], 2.C 2.Cen entr tral al Go Govt vt., ., 3.Co 3.Co.. Law Law Boa Board rd

Reconstruction & Amalgamation [394]

Contg. >>>

Winding up OR Liquidation >>Last stage in a Co.¶s life A Process in which whi ch the Co. is dissolved Official Liquidator & His Duties Dissolution of Company [481] Defunct Company [560] Restoration