Legal Aspects of Business, 2e

Dr. V Balachandran

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Legal Aspects of Business, 2e

Dr. V Balachandran

ISBN 9789395245746

Publication Date Wed Sep 13 00:00:00 UTC 2023

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Biographical note

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This edition of Legal Aspects of Business is thoroughly revised with respect to Company Law provisions and procedures as per the Companies Act, 2013 with necessary amendments. It covers the major laws governing business in ten parts comprising 38 chapters. This book is suitable for the students of B.Com, BBA, M.Com, MBA and allied business and professional courses.

Salient Features

• Comprises of ten parts covering Law of Contracts, Sale of Goods Act, Negotiable Instruments Act, Partnership Act, LLP Act, Company Law, Tax Laws - GST Law and Customs Law, Intellectual Property Rights and Miscellaneous provisions such as Arbitration and Conciliation, Information Technology Act, WTO, Insurance Law.

• Includes a new chapter 18A on Limited Liability Partnership.

• Incorporates Goods and Services Tax and Customs Law in capsular form. Revenue generation from various types of Indirect taxes during 2021-22 is also included.

• Provides Current Trends in Intellectual Property Rights /Copyright Act/ Rules/Regulations.

• Includes Model Question Papers and Quiz-100 to remember the key concepts of various aspects of business laws.

Cover
Title Page
Copyright Page
Dedication
Contents
Preface
Part I Introduction
- Chapter 1 Introduction to Legal Environment
  - Legal Environment – Meaning
  - Legal Environment – Significance
    - Gradual Growth and Development of Judicial System in India
    - Indian Legal System
    - Privy Council in London
    - Provincial Autonomy
    - Supreme Court in India
    - Need for Laws Governing Commercial Transactions
    - Law and Society
    - Branches of Law
  - Exercise
Part II Contract Law
- Chapter 2 Nature and Formation of Contract
  - Introduction
  - Key Definitions Used in the Indian Contract Act
  - Nature of Contract
  - Elements of Contracts
  - Classification of Contracts
    - On the Basis of Validity/Enforceability
    - On the Basis of Formation/Creation
    - On the Basis of Performance/Execution
  - English Law
    - Contracts of Records
    - Contracts Under Seal
    - Simple Contracts
  - Exercise
- Chapter 3 Offer and Acceptance
  - Introduction
  - Proposal
    - Express Offer and Implied Offer
    - Specific or General Offer
  - Essential Requirements of a Valid Offer
    - Revocation of Offer
    - Cross Offers
    - Counter Offer
    - Tenders
  - Acceptance
    - Essentials of a Valid Acceptance
    - Effect of Silence on Acceptance
    - Agreement to Agree in Future
    - Counter Offer is not an Acceptance
  - Communication of Offer, Acceptance and Revocation
    - Revocation of Proposal and Acceptance
    - Termination of Offer
    - Revocation or Lapse of Offer — [Sec. 6]
  - Offer and Acceptance by Post
    - Contracts over Telephone or Telex
  - Exercise
- Chapter 4 Consideration
  - Introduction
  - Definition
  - Types of Consideration
  - Essentials of Consideration
  - Privity of Contract
    - Exceptions
  - No Consideration – No Contract
    - Exceptions
  - Exercise
- Chapter 5 Capacity of Parties
  - Introduction
  - Definition
  - Minors
    - Minors in Indian Law
    - Decision
    - Legal Decisions Constituting Necessities
    - Liability of the Minor for Torts and Crimes
  - Persons of Unsound Mind
    - Idiocy
    - Lunacy
    - Drunken Persons
  - Disqualified Persons
    - Aliens
    - Foreign Sovereigns
    - Statutory Corporations
    - Married Women
    - Insolvent Person
    - Professionals
  - Exercise
- Chapter 6 Free Consent
  - Introduction
  - Free Consent
  - Coercion
    - Essentials of Coercion
    - Burden of Proof
    - Duress
    - Effect of Coercion
  - Undue Influence
    - Essentials of Undue Influence
    - Undue Influence–Consequences
    - Defences Available against Undue Influence
    - Pardanashin Women
  - Fraud
    - Elements of Fraud
    - Mere Silence is Not Fraud
    - Exceptions
    - Fraud—Consequences
  - Misrepresentation
    - Essentials of Misrepresentation
    - Consequences of Misrepresentation
  - Mistake
    - Mistake of Law
    - Mistake of Fact
  - Exercise
- Chapter 7 Legality of Object and Consideration
  - Introduction
  - Agreements Against Public Policy
  - Exercise
- Chapter 8 Void Agreements
  - Introduction
  - Classification of Unlawful Agreements
  - Agreements in Restraint of Trade
  - Agreements in Restraint of Legal Proceedings
    - Exceptions
    - Uncertain Agreements
  - Wagering Agreements
    - Essentials of Wagering Agreements
    - Effects of Wagering Agreements
    - Exceptions
  - Agreements Contingent on Impossible Events [Sec. 36]
  - Agreement to Agree in Future
  - Illegal Agreement
  - Exercise
- Chapter 9 Contingent and Quasi-Contracts
  - Definition
  - Essentials of Contingent Contracts
    - Rules Regarding Enforcement of Contingent Contracts [Secs. 32 - 36]
  - Quasi-contracts
    - Quantum Meruit
  - Exercise
- Chapter 10 Performance of Contracts
  - Introduction
  - Tender
    - Essentials of a Valid Tender Performance
    - By Whom must the Contracts be Performed?
    - Performance of Reciprocal Promise [Secs. 51 – 54 and 57]
    - Time, Place and Manner of Performance [Secs. 46 – 50 and 55]
    - Assignment of Contracts
    - Contracts Which Need not be Performed
    - Who can Demand Performance?
    - Appropriation of Payments
    - Rule in the Hallett’s Estate Case
  - Exercise
- Chapter 11 Modes of Discharge of Contracts
  - Introduction
  - Discharge by Performance
    - Tender
  - Discharge by Mutual Consent [Sec. 62]
    - Novation
    - Rescission
    - Alteration
    - Remission
    - Waiver
    - Merger
  - Discharge by Impossibility of Performance
    - Impossibility at the Time of Contract
    - Subsequent or Supervening Impossibility
    - The Doctrine of Frustration
    - Limitations
    - Effects of Supervening Impossibility
  - Discharge by Lapse of Time
  - Discharge by Operation of Law
  - Discharge by Breach of Contract
    - Actual Breach of Contract
    - Anticipatory Breach of Contract
  - Termination by Material Alteration
  - Exercise
- Chapter 12 Remedies for Breach of Contract
  - Introduction
  - Cancellation or Rescission
  - Restitution
  - Specific Performance
  - Injunction
  - Damages
    - General or Compensatory Damages
    - Special Damages
    - Facts of the Case
    - Nominal Damages
    - Exemplary or Vindictive Damages
    - Rules Regarding the Amount of Damages
    - Difficulty in Calculating Damages
    - Liquidated Damages and Penalty
    - Facts of the Case
    - Decision
    - Conditions Regarding Payment of Interest
  - Quantum Meruit
    - Contract not Enforceable
  - Exercise
- Chapter 13 Indemnity and Guarantee
  - Introduction
  - Contract of Indemnity
  - Contract of Guarantee
    - Essential Features of a Contract of Guarantee
    - Extent of Surety’s Liability
  - Kinds of Guarantee
    - Specific Guarantee
    - Continuing Guarantee
  - Rights of Surety
    - Rights against Creditor
    - Rights against Principal Debtor
    - Rights against Co-sureties
  - Discharge of Surety
    - Discharge of Surety by Revocation
    - Discharge of Surety by the Conduct of the Creditor
    - Discharge of Surety by Invalidation of Contract
  - Exercise
- Chapter 14 Bailment and Pledge
  - Introduction
    - Definition of Bailment
    - Requisites of Bailment
    - Does Deposit of Money Constitute Bailment?
    - Bailment and Sale
    - Bailment and Hire-purchase
  - Classification of Bailments
    - On the Basis of Charge
    - On the Basis of Benefits
  - Duties and Rights of Bailor and Bailee
    - Duties of Bailor
    - Duties of Bailee
    - Rights of Bailor
    - Rights of Bailee
  - Termination of Bailment
  - Lien
  - Pledge
    - Rights of Pawnor
    - Rights of Pawnee
    - Duties of Pawnor
    - Duties of Pawnee
  - Finder of Goods
    - Duties of Finder of Goods
    - Rights of Finder of Goods
    - Pledge by Non-owners
  - Carrier of Goods
    - Meaning of Charge
    - Meaning of Mortgage
    - Sale Vs. Mortgage, Pledge and Hypothecation
  - Exercise
- Chapter 15 Law of Agency
  - Introduction
  - Contract of Agency—Special Features
    - General Rules Regarding Agency
  - Classification of Agents
  - Creation of Agency
    - Rules of Ratification (Elements of Ratification)
    - Effects of Ratification
  - Liabilities of the Principal Towards Third Parties
    - Named Principal/Disclosed Principal
    - Unnamed Principal
    - Undisclosed Principal
  - Revocation/Renunciation
  - Termination of Agent’s Authority as to Third Persons
  - Duties and Rights of Principal and Agent
    - Duties of Principal
    - Rights of Principal
    - Duties of Agent
    - Rights of Agent
  - Delegation of Authority of Agent
    - Exceptions to the General Rule [Sec. 190]
    - Effects of Delegation of Authority
  - Personal Liability of an Agent
  - Termination of Agency
    - By the Act of the Parties
    - By Operation of Law
    - Effects of Termination
    - Irrevocable Agency
  - Exercise
Part III Sale of Goods
- Chapter 16 Formation of Contracts Under The Sale of Goods Act, 1930
  - Introduction
  - Contract of Sale
  - Sale
    - Elements of Contract of Sale
    - Making of Contract of Sale
    - Distinction Between Sale and Agreement to Sell
  - Sale and Hire-purchase Agreement
    - Essentials of Hire-purchase Agreement
  - Meaning of Goods [Sec. 2 (7)]
    - Documents of Title to Goods [Sec. 2 (4)]
  - Classification of Goods
    - Existing Goods
    - Future Goods
    - Contingent Goods
  - Price of Goods
    - Modes of Fixing the Price
    - Earnest Money
  - Conditions and Warranties
    - Stipulations as to Time
    - Condition and Warranty [Sec. 12]
    - Distinction Between Condition and Warranty
    - Circumstances When a Condition can be Treated as Warranty
  - Implied Conditions and Warranties [Secs. 14 – 17]
    - Implied Warranties as to the Title and Possession [Sec. 14]
    - Implied Conditions as to the Description [Sec. 15]
    - Implied Conditions as to Quality or Fitness (Caveat Emptor) [Sec. 16]
    - The Exceptions to the Doctrine
    - Decided Case Laws
    - Implied Condition as to the Mercantile Quality [Sec. 16 (2)]
    - Usage of Trade [Sec. 16 (3)]
    - Sale by Sample [Sec. 17 (1)]
  - Exercise
- Chapter 17 Transfer of Property And Rights of an Unpaid Seller
  - Introduction
  - Transfer of Title by Non-owners [Secs. 27–30]
    - General Rule as to Transfer of Title [Sec. 27]
    - Exceptions to the Rule
  - Performance of the Contract
  - Rules Regarding Delivery of Goods
  - Rights of the Buyer
    - Acceptance
  - Rights of an Unpaid Seller
    - Rights of an Unpaid Seller Against Goods [Sec. 46]
    - Rights of Unpaid Seller Against the Buyer Personally
    - Auction Sale
  - Exercise
Part IV Partnership Law
- Chapter 18 Partnership Act
  - Introduction
  - Partnership
    - Definition of Partnership
    - Essentials of Partnership
    - Partnership at Will
    - Particular Partnership
    - Who can be a Partner?
  - Kinds of Partnership
  - Kinds of Partners
    - Number of Partners
  - Formation of Partnership
    - Partnership Deed
    - Contents of Partnership Deed
    - Procedure for Registration of a Firm
    - Consequences of Non-registration of Partnership Firms
  - Rights, Duties and Liabilities of Partners
  - Insolvency and Dissolution
    - Insolvency of a Partner
    - Dissolution of Partnership
    - Dissolution of Firm
    - Modes of Dissolution of Firms
    - Dissolution Deed
    - Public Notice of Dissolution
  - Exercise
- Chapter 18A Limited Liability Partnership Act, 2008
  - Introduction
    - Non-applicability of the Indian Partnership Act, 1932
    - Suitability of LLP
    - Key Definitions used in the Act
  - Nature of Limited Liability Partnership [Section 3]
  - Designated Partners [Section 7]
    - Liabilities of Designated Partners [Section 8]: A Designated Partner Shall be—
  - Registration of Llp - Procedures
  - Incorporation of Llp [Section 11]
  - Partners and their Relations [Section 22]
  - Liability of Llp
    - Extent of Liability of Partner [Section 28]
    - Unlimited Liability in Case of Fraud [Section 30]
  - Conversion Into Limited Liability Partnership: [Section 55]
  - Winding Up and Dissolution [Section 63]
    - Rules for Winding Up and Dissolution [Section 65]
    - Taxation of LLP
    - E-Filing of Documents
  - Exercise
Part V Company Law
- Chapter 19 Nature and Features of a Company
  - Definition of a Company
  - Features of the Company Form of Business Organisation
  - Body Corporate or Corporation [Section 2(11)]
  - Lifting or Piercing the Corporate Veil
    - Meaning of Veil of Incorporation
    - Exceptions under Judicial Interpretation
    - Exceptions under Statutory Provisions
  - Illegal Associations [Section 464]
    - Association not for Profit
    - Privileges Enjoyed by Section 8 Company
  - Distinction Between a Partnership and a Company
  - Exercise
- Chapter 20 Classification of Companies
  - Introduction
  - Basis of Classification of Companies
  - Classification on the Basis of Incorporation
    - Statutory Companies
    - Registered Companies
    - Licenced Companies
    - Foreign Companies
  - Classification on the Basis of Number of Members
    - Private Company
    - Public Company - Section 2 (71)
    - Distinction between a Public Company and a Private Company
  - Classification on the Basis of Liability
    - Companies with Limited Liability
    - Companies Limited by Guarantee
    - Unlimited Company
  - Classification on the Basis of Ownership
    - Government Company
    - Non-government Company
    - Finance Companies
    - One Person Company
    - Amendments Relating to One Person Company
    - Investment Companies
    - Public Financial Institution - Section 2(72)
    - Holding Company and Subsidiary Company
    - Licensed Companies [Section 8]
    - Associate Company - Section 2(6)
    - Small Company – Section 2(85)
    - Dormant Company
    - Producer Companies
  - Exercise
- Chapter 21 Incorporation and Formation of Company
  - Introduction
    - Company Promotion
    - Promoter - Definition
    - Promoters - Functions
    - Legal Position of a Promoter
    - Preliminary Contracts / Pre–incorporation Contracts
  - Incorporation of Company
    - Documents to be Prepared for Incorporation of a Public Company Limited by Shares
    - Certificate of Incorporation is Conclusive Evidence
    - Effect of Memorandum and Articles (Section 10)
    - Commencement of Business
  - Exercise
- Chapter 22 Memorandum of Association
  - Introduction
    - Purpose of Memorandum
    - Contents of Memorandum
    - Declaration for Subscription
    - Doctrine of Ultra Vires
  - Exercise
- Chapter 23 Articles of Association
  - Meaning of Articles
  - Contents of Articles
  - Registration of Articles
  - Alteration of Articles
    - Procedure for Alteration of Articles
  - Relationship Between Articles and Memorandum
    - Doctrine of Constructive Notice
    - Doctrine of lndoor Management
  - Exercise
- Chapter 24 Prospectus and Allotment of Securities
  - Introduction
    - Objectives of Prospectus
    - Meaning and Definition of Prospectus
    - Four Types of Prospectus
    - Contents of a Prospectus
    - No Need for Registration of Prospectus
    - Statement in Lieu of Prospectus
  - Meaning of Information Memorandum
    - Who may Circulate Information Memorandum?
    - Misleading Prospectus
  - What is a False or Untrue Statement
    - Who are Liable for Mis-statements in Prospectus?
  - Liabilities in Case of Mis-Statements
    - Civil Liability
    - Damages
    - Remedies Against the Promoters, Directors and Experts
    - Defences Available to Directors, etc.
    - Defences Available to Experts
    - Punishment under Section 447 of the Companies Act, 2013
    - Allotment of Securities by Company (Section 39)
    - Return of Allotment with Other Documents
  - Exercise
- Chapter 25 Share Capital and Debt Capital
  - Definition of Share
  - Kinds of Share Capital (Section 43)
    - Equity Share Capital
    - Definition of Sweat Equity Shares (Section 2(88))
    - Share Certificate: Section 46(1)
    - Contents of a Share Certificate
    - Duplicate Share Certificate
    - Preference Shares
    - Types of Preference Shares
  - Share Capital
    - Authorized Capital
    - Issued Capital
    - Subscribed Capital
    - Reserve Capital
    - Share Warrant
    - Stock Invest
    - Alteration of Share Capital
    - Reduction of Share Capital [section 66]
  - Debt Capital
    - Debenture
    - Debenture Stock
    - Issue of Debentures
    - Kinds of Debentures
    - Comparison between Shareholders and Debenture Holders
    - Distinction between Shareholder and Debenture Holder
  - Exercise
- Chapter 26 Corporate Governance
  - Introduction
    - Principles of Corporate Governance
    - Objectives of Corporate Governance
    - Corporate Governance Needs
  - The Role of Ownership Structures and Group Affiliation
    - The Corporate Governance of Banks
    - The Role of Institutional Investors
    - State-owned Firms
    - Family-owned Firms
    - Listing Agreement - Features
    - CEO / CFO Certification
    - Report on Corporate Governance
    - Compliance
  - Governance Manual
    - The Business Planning Process
    - Establish Team
    - Determine Overall Goals and Stakeholders
    - Carry out Research
    - Undertake Financial Analysis
    - Establish and Monitor Business Plan
  - Role of Auditors in Corporate Governance
  - Requirements to Strengthen Corporate Governance
  - Exercise
- Chapter 27 Company Directors
  - Director
    - Minimum Number of Directors
    - Maximum Number of Directors
  - Different Kinds of Directors
    - Role and Functions of Independent Director
    - Small Shareholders’ Director
  - Director Identification Number
    - Director to Intimate DIN
  - Number of Directorships
    - Punishment
  - Disqualifications for Appointment of Director
  - Appointment of Directors
    - Appointment of First Directors
    - Appointment of Directors at General Meeting
    - Appointment of Directors Other than those Retiring
    - Appointment of Nominee Director
    - Appointment of Directors by the Board
    - Appointment of Directors by Third Parties
    - Appointment of Directors by the Central Government
  - Powers of the Board of Directors
    - General powers of the Board [Section 179]
  - Duties of Directors
    - Statutory Duties
    - General Duties
  - Responsibilities of the Board of Directors
  - Resignation of a Director (Section 168)
  - Removal by Shareholders
    - Appointment of Another Director in Place of Removed Director
  - Exercise
- Chapter 28 Company Meetings
  - Introduction
    - Definition
    - Proper Authority to Convene a Meeting
    - Notice of Meetings
    - General Rules
  - Essentials of a Valid Meeting
    - Quorum
    - Rules Regarding Quorum in General Meeting
    - Chairman of Meetings
    - Voting through Electronic Means: [Section 108]
  - Agenda
    - Loophole Agendum
    - Preparation of Agenda
    - Chairman of a Meeting
    - Powers and Duties of Chairman
  - Classification of Meetings
  - Annual General Meeting [Agm] Section 96
    - Can an AGM be Adjourned?
    - When is AGM to be Held?
    - Extension of Time for Holding an AGM
    - Notice of Meeting
    - Quorum for Agm
    - Business Transacted at AGM
    - Duty of the Board of Directors to Lay Final Accounts
    - Annual Report of Directors
  - Extraordinary General Meeting [Egm] – Section 100
    - When EGM is Held?
    - Proper Authority for Convening an EGM
    - The Directors Themselves
    - The Directors on Requisition
    - The Requisitions Themselves
    - National Company Law Tribunal [NCLT]
  - Board Meeting / Directors’ Meeting
    - Authority to Convene Board Meeting
    - When is the Board Meeting Held?
    - Meeting of Board of Directors or Board Meeting [Section 173]
    - Notice for Board Meeting:
    - Time and Place of Board Meeting
    - Quorum of Board Meeting
    - Minutes of Board Meeting
  - Class Meetings
    - Class Meetings of Debenture Holders
  - Meetings of Creditors or Contributories
  - Resolutions
    - Meaning
    - Kinds of Resolutions
  - Resolutions Requiring Special Notice
    - Cases Where Special Notice is Required
  - Minutes [Section 118]
  - Reports
    - Statutory Reports
    - Non-statutory Reports
    - Distinction between Minutes and Reports
  - Exercise
Part VI Consumer Protection
- Chapter 29 Consumer Protection Act, 2019
  - Introduction
    - Significance of the Consumer Protection Act
    - Scope and Applicability of the Act, 2019
    - Rights of Consumers
    - Definitions
    - Who are not Regarded as Consumers?
    - Section 2 (9) “Consumer Rights” includes,
    - Complainant
    - Complaint
    - Goods [Sec 2(1)(i)]
    - Service [Sec. 2(1)(o)]
    - Appropriate Laboratory
  - Establishment of Consumer Protection Councils
    - Central Consumer Protection Council [Section 3]
    - State Consumer Protection Councils: [Section 6]
    - District Consumer Protection Council. [Section 8]
    - Powers and Functions of Central Authority [Section 18]
    - Power of Central Authority to Refer Matter for Investigation or to Other Regulator [Section 19]
    - Power of Central Authority to Issue Directions and Penalties against False or Misleading Advertisements: [Section 21]
  - Consumer Disputer Redressal Commission [Sections 28 To 73]
    - Jurisdiction of District Commission [Section 34]
    - Manner in which Complaint shall be Made [Section 35]
    - Proceedings before District Commission [Section 36]
    - Reference to Mediation [Section 37]
    - Findings of District Commission [Section 39]
    - Establishment of State Consumer Disputes Redressal Commission [Section 42]
    - Jurisdiction of State Commission [Section 47)
    - Procedure Applicable to State Commission[ Section 49]
    - Review by State Commission in Certain Cases
    - Hearing of Appeal [Section 52]
    - Establishment of National Consumer Disputes Redressal Commission [Section 53]
    - Jurisdiction of National Commission [Section 58]
    - Establishment of Consumer Mediation Cell [Section 74]
    - Settlement Through Mediation [Section 80]
    - Recording Settlement and Passing of Order [ Section 81]
  - Product Liability [Sections 82 To 87]
    - Exceptions to Product Liability Action
    - Offences and Penalties Sections 88 to 93
    - Punishment for Manufacturing for Sale or Storing, Selling or Distributing or Importing Products Containing Adulterant: [Section 90]
    - Judicial Decisions
  - Exercise
Part VII Negotiable Instruments
- Chapter 30 Negotiable Instruments Act, 1881
  - Introduction
    - Applicability
    - Objectives
  - Negotiable Instrument
    - Negotiable Instrument – Key Features
  - Presumptions as to Negotiable Instruments
  - Liabilities of Various Parties
    - Liability of Legal Representative
    - Liability of Drawer
    - Liability of Drawee of a Cheque
    - Liability of Maker of a Note and Acceptor of Bill
    - Liability of Endorser
    - Nature of Suretyship
    - Discharge of Endorser’s Liability
    - Effect of Forged Endorsement on Acceptor’s Liability
    - Liability of Acceptor of a Bill Drawn in Fictitious Name
    - Liability on Negotiable Instrument etc., made without Consideration
  - Discharge of Negotiable Instruments
    - Discharge of the Instrument
    - Discharge of One or More Parties
  - Types of Negotiable Instrument
    - Promissory Note
    - Specimen of a Promissory Note
    - Bill of Exchange (Section 5)
    - Cheque (Section 6)
    - Specimen of a Cheque
    - Truncated Cheque
    - Cheque in the Electronic Form
    - Bouncing of Cheques
  - Acceptance
    - Essentials of a Valid Acceptance
    - Negotiation (Sec 14)
    - Essentials to Become a Holder in Due Course
    - Who may Negotiate?
  - Endorsement
    - Different Types of Endorsement
  - Assignability
  - Instruments Payable on Demand
  - Payment in Due Course (Sec. 10)
  - Noting
  - Protest
  - Exercise
Part VIII GST And Customs Law
- Chapter 31 GST And Customs Law
  - Gst – Objectives, Features, And Legislative Framework
  - Direct Tax Revenue Collections
  - Indirect Tax Collections Including Gst
    - GST Revenue Generation in May 2022
    - Expenditure Highlights for 2020-21
    - Definition of GST
    - Objects of GST
    - Features of GST
    - Taxes Subsumed under CGST
    - Items not Subject to GST
    - List of Goods and Services Exempt
    - Dual GST in India - Features
  - Legislative Framework Of Gst
  - The Central Goods and Services Act, 2017
    - Definitions Contained in the CGST Act
    - Meaning of Aggregate Turnover [Section 2(6)]
  - Levy and Liability Under Gst, Gst and Impact
    - Levy of GST
    - Liability under GST
  - GST Council
    - GST Council - Functions
  - Goods and Service Tax Network (GSTN)
    - Impact on Goods and Services
    - Impact of Goods and Service Tax on Various Sectors
    - GST– Advantages
    - Changes in GST
  - Supply
    - Meaning of Supply
    - Supply - Definition
  - Schedule I Under CGST
  - Schedule I - Activities to be Treated as Supply Even if made Without Consideration
  - Schedule II - Activities to be Treated as Supply of Goods or Supply of Services
  - Schedule III - Activities / Transactions which Shall be Treated Neither as a Supply or Goods Nor A Supply of Services
    - Kinds of Supply
    - Liability for Payment of Tax on Goods
    - Liability for Payment of Tax on Services
    - Value of Taxable Supply
    - Meaning of Value of Supply of Goods/Services: {Section 15]
  - Mode of Making Payments
  - E-challan
  - Input Tax Credit
    - Meaning of Input Tax
    - Input Tax Credit - Meaning
    - Conditions and Eligibility to Obtain ITC
    - Utilisation of ITC
  - Registration Under Gst
    - Meaning of Registration under GST
    - Benefits of Getting Registration
    - Persons Liable to Register Section 22 of the CGST Act, 2017
    - Exemption from GST Registration
    - Issue of Registration Certificate
    - Effective Date of Registration
  - Refunds, Audit and Accounts Under Gst
  - Audit and Accounts Under Gst
    - Audit
    - Accounts and Records
    - Tax invoice, Credit and Debit Notes
  - Integrated Gst Act, 2017 and Union Territories Gst Act, 2017
    - Introduction to IGST, 2017
    - Objectives of IGST Act
    - Determination of Nature of Supply
    - Intra-state Supply
  - Union Territories Gst Act, 2017[Utgst]
    - Features of UTGST Act, 2017
  - Customs Duty
    - Objects of Customs Act
  - Customs House
    - Appointment of Officers (Sec. 3)
    - Appointment of Customs Station (Sec. 7)
    - Powers of Customs Officers
  - Types of Customs Duties
  - Assessable Value
    - Meaning of Transaction Value
    - Methods of Valuation for Customs
  - Duty Drawback
    - Goods Eligible for Drawback
  - Offences
  - Exercise
Part IX Intellectual Property Rights
- Chapter 32 Intellectual Property Rights
  - Intellectual Property
    - Meaning of Intellectual Property Rights
    - Characteristic Features of Intellectual Property
    - Need for Intellectual Property Laws
  - Types of Intellectual Property Rights
  - Designs
    - Application for Registration of Designs
  - Trade Marks
    - Trade Mark - Meaning
    - Trade Marks Act, 1999
    - Classification of Goods and Services
    - Protection of Trade Marks
    - Registration of Trade Marks
    - Term of Trade Mark
    - Renewal of Trade Mark
    - Infringement of Trademark
    - Defences in Infringement
  - Copyright
    - Meaning of Copyright
    - Term of Copyright
    - Ownership of Copyright
    - Procedure for Registration of Copyright
    - Rights of the Author
    - Rights of the Owner
    - Appeals
  - Geographical indications of goods
    - Geographical Indication
    - Goods
    - Indication
    - Prohibition of Registration
    - Register of Geographical Indications
    - Rights Bestowed on the Registered Proprietor
    - Action for Infringement
    - Other Important Provisions
  - Trade Secrets
    - Undisclosed Information
    - Trade Secrets – Types
    - Action for Violation
  - Patent Act, 1970
    - Significance of Patents
    - Basic Requisites of Patentability
    - Inventions not Patentable
    - Procedural Formalities for Registration of Patent
    - Infringement of Patents
    - Action for infringement
  - Semiconductor Integrated Circuits Layout Design Act, 2000
    - Meaning
    - Main Features
    - Layout Designs of an Integrated Circuit
    - Infringement
  - Exercise
- Chapter 33 World Trade Organisation
  - Major Legislations
  - TRIPs
  - TRIMs
    - Difficulties in Giving Protection to IPR
  - WTO
    - Objectives
    - Establishment of WTO
    - Scope of WTO
    - Functions of WTO
    - Functions of the General Council
  - Exercise
Part X Miscellaneous Legislations
- Chapter 34 Arbitration and Conciliation
  - Arbitration
    - Objectives of the Act
    - Essentials of Arbitration Agreement
    - Persons Eligible to Refer to Arbitration
    - Matters that can be Referred to Arbitration
    - Matters that cannot be Referred to Arbitration
  - Appointment of Arbitrator
    - Jurisdiction of an Arbitrator
  - Award
    - Essentials of Award
  - International Arbitration
  - Conciliation
    - Notice of Conciliation
    - Appointment of Conciliators
    - Functions of Conciliator
  - Exercise
- Chapter 35 Foreign Exchange Management Act, 1999 (FEMA)
  - Introduction
    - FEMA - Objects
    - Scope and Coverage of the FEMA
  - Key Definitions under FEMA
    - Residential Status
  - Current and Capital Account Transactions
    - Export of Goods and Services
  - Directorate of Enforcement [Sec.36]
    - Power of Search, Seizure, etc. [Sec.37]
    - Empowering Other Officers [Sec.38]
    - Penal Provisions
    - Adjudication and Appeals [Secs.16 to 35]
  - Exercise
- Chapter 36 The Securities and Exchange Board of India Act, 1992 (SEBI)
  - Establishment of SEBI
    - Objectives of SEBI
    - Management of SEBI
    - Departments of SEBI
    - Functions of SEBI
    - Powers of SEBI
  - Exercise
- Chapter 37 Cyber Law and Information Technology Act
  - Introduction
    - Scope and Applicability of the Act
    - However, the Act does not Apply to
    - Significance of the Act
    - Advantages of the Information Technology Act
  - Key Definitions Used in the Act
  - Digital Signature [Sec.3]
  - Electronic Governance [Sec.4]
  - Security Procedure [Sec.16]
  - Appointment of Controller and Other Officers [Sec.17]
    - Functions of Controller[Sec.18]
    - Recognition of Foreign Certifying Authorities [Sec.19]
    - Licence to Issue Digital Signature Certificates [Sec.21]
    - Application for Licence [Sec.22]
    - Disclosure
  - Cyber Appellate Tribunal
    - Certifying Authority to Issue Digital Signature Certificate [Sec.35]
    - Establishment and Composition of Cyber Appellate Tribunal [Sec.48 and 49]
    - Term of Office [Sec. 51]
    - Appeal to Cyber Appellate Tribunal [Sec. 57]
    - Appeal to High Court [Sec.62]
  - Exercise
- Chapter 38 Insurance Law
  - Introduction
  - Framework of the Law
    - The Insurance Act, 1938
    - Life Insurance Corporation Act, 1956
    - General Insurance Business (Nationalisation) Act, 1972
    - Insurance Regulatory and DevelopmentAuthority (IRDA) Act, 1999
  - Insurance
  - Important Definitions
  - Functions of Insurance
  - Duties and Rights of Insurers
    - Duties of the Insurers
    - Rights of Insurers
  - Principles of Insurance
  - Types of Insurance
    - Life Insurance
    - General Insurance
    - Fire Insurance
    - Marine Insurance
    - Miscellaneous Insurance
  - Exercise
Model Question Papers
Quiz

Dr. V. Balachandran is Former Dean, School of Business Studies and Professor and Head, Department of Management Studies, Central University of Kerala and as Senior Professor and Head, and Dean, Faculty of Management, Alagappa University, Karaikudi. He is a Fellow Member of the Institute of Company Secretaries of India. He has over 38 years of PG level teaching experience and is a well-renowned researcher and Research Supervisor.

LEGAL ASPECTS OF BUSINESS

SECOND EDITION

LEGAL ASPECTS OF BUSINESS

SECOND EDITION

Dr. V BALACHANDRAN

Former Professor of Corporate Secretaryship and
Director of Distance Education
School of Management
Alagappa University
Karaikudi, Tamil Nadu

and

Former Dean, School of Business Studies
Professor and Head, Department of Management Studies
Central University of Kerala

Vijay
Nicole

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Legal Aspects of Business, 2e

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Dedicated to

HIS HOLINESS

SRI KANCHI MAHASWAMIGAL

CONTENTS

Preface

PART I INTRODUCTION

CHAPTER 1 INTRODUCTION TO LEGAL ENVIRONMENT

Legal Environment – Meaning

Legal Environment – Significance

Gradual Growth and Development of Judicial System in India

Indian Legal System

Privy Council in London

Provincial Autonomy

Supreme Court in India

Need for Laws Governing Commercial Transactions

Law and Society

Branches of Law

Exercise

PART II CONTRACT LAW

CHAPTER 2 NATURE AND FORMATION OF CONTRACT

Introduction

Key Definitions Used in the Indian Contract Act

Nature of Contract

Elements of Contracts

Classification of Contracts

On the Basis of Validity/Enforceability

On the Basis of Formation/Creation

On the Basis of Performance/Execution

CHAPTER 3 OFFER AND ACCEPTANCE

Introduction

Proposal

Express Offer and Implied Offer

Specific or General Offer

Essential Requirements of a Valid Offer

Essentials of a Valid Acceptance

Effect of Silence on Acceptance

Agreement to Agree in Future

Counter Offer is not an Acceptance

Communication of Offer, Acceptance and Revocation

Revocation of Proposal and Acceptance

Termination of Offer

Revocation or Lapse of Offer — [Sec. 6]

Offer and Acceptance by Post

Contracts over Telephone or Telex

Exercise

CHAPTER 4 CONSIDERATION

Introduction

Definition

Types of Consideration

Essentials of Consideration

Privity of Contract

Exceptions

No Consideration – No Contract

Exceptions

Exercise

CHAPTER 5 CAPACITY OF PARTIES

Legal Decisions Constituting Necessities

Liability of the Minor for Torts and Crimes

Persons of Unsound Mind

Statutory Corporations

CHAPTER 6 FREE CONSENT

Introduction

Free Consent

Coercion

Essentials of Coercion

Essentials of Undue Influence

Undue Influence–Consequences

Defences Available against Undue Influence

Pardanashin Women

Fraud

Elements of Fraud

Mere Silence is Not Fraud

Exceptions

Fraud—Consequences

Misrepresentation

Essentials of Misrepresentation

Consequences of Misrepresentation

CHAPTER 7 LEGALITY OF OBJECT AND CONSIDERATION

Introduction

Agreements Against Public Policy

Exercise

CHAPTER 8 VOID AGREEMENTS

Introduction

Classification of Unlawful Agreements

Agreements in Restraint of Trade

Agreements in Restraint of Legal Proceedings

Comments should not be blank

Rating

Description

Salient Features

• Includes a new chapter 18A on Limited Liability Partnership.

• Incorporates Goods and Services Tax and Customs Law in capsular form. Revenue generation from various types of Indirect taxes during 2021-22 is also included.

• Provides Current Trends in Intellectual Property Rights /Copyright Act/ Rules/Regulations.

• Includes Model Question Papers and Quiz-100 to remember the key concepts of various aspects of business laws.

Table of contents

Cover
Title Page
Copyright Page
Dedication
Contents
Preface
Part I Introduction
- Chapter 1 Introduction to Legal Environment
  - Legal Environment – Meaning
  - Legal Environment – Significance
    - Gradual Growth and Development of Judicial System in India
    - Indian Legal System
    - Privy Council in London
    - Provincial Autonomy
    - Supreme Court in India
    - Need for Laws Governing Commercial Transactions
    - Law and Society
    - Branches of Law
  - Exercise
Part II Contract Law
- Chapter 2 Nature and Formation of Contract
  - Introduction
  - Key Definitions Used in the Indian Contract Act
  - Nature of Contract
  - Elements of Contracts
  - Classification of Contracts
    - On the Basis of Validity/Enforceability
    - On the Basis of Formation/Creation
    - On the Basis of Performance/Execution
  - English Law
    - Contracts of Records
    - Contracts Under Seal
    - Simple Contracts
  - Exercise
- Chapter 3 Offer and Acceptance
  - Introduction
  - Proposal
    - Express Offer and Implied Offer
    - Specific or General Offer
  - Essential Requirements of a Valid Offer
    - Revocation of Offer
    - Cross Offers
    - Counter Offer
    - Tenders
  - Acceptance
    - Essentials of a Valid Acceptance
    - Effect of Silence on Acceptance
    - Agreement to Agree in Future
    - Counter Offer is not an Acceptance
  - Communication of Offer, Acceptance and Revocation
    - Revocation of Proposal and Acceptance
    - Termination of Offer
    - Revocation or Lapse of Offer — [Sec. 6]
  - Offer and Acceptance by Post
    - Contracts over Telephone or Telex
  - Exercise
- Chapter 4 Consideration
  - Introduction
  - Definition
  - Types of Consideration
  - Essentials of Consideration
  - Privity of Contract
    - Exceptions
  - No Consideration – No Contract
    - Exceptions
  - Exercise
- Chapter 5 Capacity of Parties
  - Introduction
  - Definition
  - Minors
    - Minors in Indian Law
    - Decision
    - Legal Decisions Constituting Necessities
    - Liability of the Minor for Torts and Crimes
  - Persons of Unsound Mind
    - Idiocy
    - Lunacy
    - Drunken Persons
  - Disqualified Persons
    - Aliens
    - Foreign Sovereigns
    - Statutory Corporations
    - Married Women
    - Insolvent Person
    - Professionals
  - Exercise
- Chapter 6 Free Consent
  - Introduction
  - Free Consent
  - Coercion
    - Essentials of Coercion
    - Burden of Proof
    - Duress
    - Effect of Coercion
  - Undue Influence
    - Essentials of Undue Influence
    - Undue Influence–Consequences
    - Defences Available against Undue Influence
    - Pardanashin Women
  - Fraud
    - Elements of Fraud
    - Mere Silence is Not Fraud
    - Exceptions
    - Fraud—Consequences
  - Misrepresentation
    - Essentials of Misrepresentation
    - Consequences of Misrepresentation
  - Mistake
    - Mistake of Law
    - Mistake of Fact
  - Exercise
- Chapter 7 Legality of Object and Consideration
  - Introduction
  - Agreements Against Public Policy
  - Exercise
- Chapter 8 Void Agreements
  - Introduction
  - Classification of Unlawful Agreements
  - Agreements in Restraint of Trade
  - Agreements in Restraint of Legal Proceedings
    - Exceptions
    - Uncertain Agreements
  - Wagering Agreements
    - Essentials of Wagering Agreements
    - Effects of Wagering Agreements
    - Exceptions
  - Agreements Contingent on Impossible Events [Sec. 36]
  - Agreement to Agree in Future
  - Illegal Agreement
  - Exercise
- Chapter 9 Contingent and Quasi-Contracts
  - Definition
  - Essentials of Contingent Contracts
    - Rules Regarding Enforcement of Contingent Contracts [Secs. 32 - 36]
  - Quasi-contracts
    - Quantum Meruit
  - Exercise
- Chapter 10 Performance of Contracts
  - Introduction
  - Tender
    - Essentials of a Valid Tender Performance
    - By Whom must the Contracts be Performed?
    - Performance of Reciprocal Promise [Secs. 51 – 54 and 57]
    - Time, Place and Manner of Performance [Secs. 46 – 50 and 55]
    - Assignment of Contracts
    - Contracts Which Need not be Performed
    - Who can Demand Performance?
    - Appropriation of Payments
    - Rule in the Hallett’s Estate Case
  - Exercise
- Chapter 11 Modes of Discharge of Contracts
  - Introduction
  - Discharge by Performance
    - Tender
  - Discharge by Mutual Consent [Sec. 62]
    - Novation
    - Rescission
    - Alteration
    - Remission
    - Waiver
    - Merger
  - Discharge by Impossibility of Performance
    - Impossibility at the Time of Contract
    - Subsequent or Supervening Impossibility
    - The Doctrine of Frustration
    - Limitations
    - Effects of Supervening Impossibility
  - Discharge by Lapse of Time
  - Discharge by Operation of Law
  - Discharge by Breach of Contract
    - Actual Breach of Contract
    - Anticipatory Breach of Contract
  - Termination by Material Alteration
  - Exercise
- Chapter 12 Remedies for Breach of Contract
  - Introduction
  - Cancellation or Rescission
  - Restitution
  - Specific Performance
  - Injunction
  - Damages
    - General or Compensatory Damages
    - Special Damages
    - Facts of the Case
    - Nominal Damages
    - Exemplary or Vindictive Damages
    - Rules Regarding the Amount of Damages
    - Difficulty in Calculating Damages
    - Liquidated Damages and Penalty
    - Facts of the Case
    - Decision
    - Conditions Regarding Payment of Interest
  - Quantum Meruit
    - Contract not Enforceable
  - Exercise
- Chapter 13 Indemnity and Guarantee
  - Introduction
  - Contract of Indemnity
  - Contract of Guarantee
    - Essential Features of a Contract of Guarantee
    - Extent of Surety’s Liability
  - Kinds of Guarantee
    - Specific Guarantee
    - Continuing Guarantee
  - Rights of Surety
    - Rights against Creditor
    - Rights against Principal Debtor
    - Rights against Co-sureties
  - Discharge of Surety
    - Discharge of Surety by Revocation
    - Discharge of Surety by the Conduct of the Creditor
    - Discharge of Surety by Invalidation of Contract
  - Exercise
- Chapter 14 Bailment and Pledge
  - Introduction
    - Definition of Bailment
    - Requisites of Bailment
    - Does Deposit of Money Constitute Bailment?
    - Bailment and Sale
    - Bailment and Hire-purchase
  - Classification of Bailments
    - On the Basis of Charge
    - On the Basis of Benefits
  - Duties and Rights of Bailor and Bailee
    - Duties of Bailor
    - Duties of Bailee
    - Rights of Bailor
    - Rights of Bailee
  - Termination of Bailment
  - Lien
  - Pledge
    - Rights of Pawnor
    - Rights of Pawnee
    - Duties of Pawnor
    - Duties of Pawnee
  - Finder of Goods
    - Duties of Finder of Goods
    - Rights of Finder of Goods
    - Pledge by Non-owners
  - Carrier of Goods
    - Meaning of Charge
    - Meaning of Mortgage
    - Sale Vs. Mortgage, Pledge and Hypothecation
  - Exercise
- Chapter 15 Law of Agency
  - Introduction
  - Contract of Agency—Special Features
    - General Rules Regarding Agency
  - Classification of Agents
  - Creation of Agency
    - Rules of Ratification (Elements of Ratification)
    - Effects of Ratification
  - Liabilities of the Principal Towards Third Parties
    - Named Principal/Disclosed Principal
    - Unnamed Principal
    - Undisclosed Principal
  - Revocation/Renunciation
  - Termination of Agent’s Authority as to Third Persons
  - Duties and Rights of Principal and Agent
    - Duties of Principal
    - Rights of Principal
    - Duties of Agent
    - Rights of Agent
  - Delegation of Authority of Agent
    - Exceptions to the General Rule [Sec. 190]
    - Effects of Delegation of Authority
  - Personal Liability of an Agent
  - Termination of Agency
    - By the Act of the Parties
    - By Operation of Law
    - Effects of Termination
    - Irrevocable Agency
  - Exercise
Part III Sale of Goods
- Chapter 16 Formation of Contracts Under The Sale of Goods Act, 1930
  - Introduction
  - Contract of Sale
  - Sale
    - Elements of Contract of Sale
    - Making of Contract of Sale
    - Distinction Between Sale and Agreement to Sell
  - Sale and Hire-purchase Agreement
    - Essentials of Hire-purchase Agreement
  - Meaning of Goods [Sec. 2 (7)]
    - Documents of Title to Goods [Sec. 2 (4)]
  - Classification of Goods
    - Existing Goods
    - Future Goods
    - Contingent Goods
  - Price of Goods
    - Modes of Fixing the Price
    - Earnest Money
  - Conditions and Warranties
    - Stipulations as to Time
    - Condition and Warranty [Sec. 12]
    - Distinction Between Condition and Warranty
    - Circumstances When a Condition can be Treated as Warranty
  - Implied Conditions and Warranties [Secs. 14 – 17]
    - Implied Warranties as to the Title and Possession [Sec. 14]
    - Implied Conditions as to the Description [Sec. 15]
    - Implied Conditions as to Quality or Fitness (Caveat Emptor) [Sec. 16]
    - The Exceptions to the Doctrine
    - Decided Case Laws
    - Implied Condition as to the Mercantile Quality [Sec. 16 (2)]
    - Usage of Trade [Sec. 16 (3)]
    - Sale by Sample [Sec. 17 (1)]
  - Exercise
- Chapter 17 Transfer of Property And Rights of an Unpaid Seller
  - Introduction
  - Transfer of Title by Non-owners [Secs. 27–30]
    - General Rule as to Transfer of Title [Sec. 27]
    - Exceptions to the Rule
  - Performance of the Contract
  - Rules Regarding Delivery of Goods
  - Rights of the Buyer
    - Acceptance
  - Rights of an Unpaid Seller
    - Rights of an Unpaid Seller Against Goods [Sec. 46]
    - Rights of Unpaid Seller Against the Buyer Personally
    - Auction Sale
  - Exercise
Part IV Partnership Law
- Chapter 18 Partnership Act
  - Introduction
  - Partnership
    - Definition of Partnership
    - Essentials of Partnership
    - Partnership at Will
    - Particular Partnership
    - Who can be a Partner?
  - Kinds of Partnership
  - Kinds of Partners
    - Number of Partners
  - Formation of Partnership
    - Partnership Deed
    - Contents of Partnership Deed
    - Procedure for Registration of a Firm
    - Consequences of Non-registration of Partnership Firms
  - Rights, Duties and Liabilities of Partners
  - Insolvency and Dissolution
    - Insolvency of a Partner
    - Dissolution of Partnership
    - Dissolution of Firm
    - Modes of Dissolution of Firms
    - Dissolution Deed
    - Public Notice of Dissolution
  - Exercise
- Chapter 18A Limited Liability Partnership Act, 2008
  - Introduction
    - Non-applicability of the Indian Partnership Act, 1932
    - Suitability of LLP
    - Key Definitions used in the Act
  - Nature of Limited Liability Partnership [Section 3]
  - Designated Partners [Section 7]
    - Liabilities of Designated Partners [Section 8]: A Designated Partner Shall be—
  - Registration of Llp - Procedures
  - Incorporation of Llp [Section 11]
  - Partners and their Relations [Section 22]
  - Liability of Llp
    - Extent of Liability of Partner [Section 28]
    - Unlimited Liability in Case of Fraud [Section 30]
  - Conversion Into Limited Liability Partnership: [Section 55]
  - Winding Up and Dissolution [Section 63]
    - Rules for Winding Up and Dissolution [Section 65]
    - Taxation of LLP
    - E-Filing of Documents
  - Exercise
Part V Company Law
- Chapter 19 Nature and Features of a Company
  - Definition of a Company
  - Features of the Company Form of Business Organisation
  - Body Corporate or Corporation [Section 2(11)]
  - Lifting or Piercing the Corporate Veil
    - Meaning of Veil of Incorporation
    - Exceptions under Judicial Interpretation
    - Exceptions under Statutory Provisions
  - Illegal Associations [Section 464]
    - Association not for Profit
    - Privileges Enjoyed by Section 8 Company
  - Distinction Between a Partnership and a Company
  - Exercise
- Chapter 20 Classification of Companies
  - Introduction
  - Basis of Classification of Companies
  - Classification on the Basis of Incorporation
    - Statutory Companies
    - Registered Companies
    - Licenced Companies
    - Foreign Companies
  - Classification on the Basis of Number of Members
    - Private Company
    - Public Company - Section 2 (71)
    - Distinction between a Public Company and a Private Company
  - Classification on the Basis of Liability
    - Companies with Limited Liability
    - Companies Limited by Guarantee
    - Unlimited Company
  - Classification on the Basis of Ownership
    - Government Company
    - Non-government Company
    - Finance Companies
    - One Person Company
    - Amendments Relating to One Person Company
    - Investment Companies
    - Public Financial Institution - Section 2(72)
    - Holding Company and Subsidiary Company
    - Licensed Companies [Section 8]
    - Associate Company - Section 2(6)
    - Small Company – Section 2(85)
    - Dormant Company
    - Producer Companies
  - Exercise
- Chapter 21 Incorporation and Formation of Company
  - Introduction
    - Company Promotion
    - Promoter - Definition
    - Promoters - Functions
    - Legal Position of a Promoter
    - Preliminary Contracts / Pre–incorporation Contracts
  - Incorporation of Company
    - Documents to be Prepared for Incorporation of a Public Company Limited by Shares
    - Certificate of Incorporation is Conclusive Evidence
    - Effect of Memorandum and Articles (Section 10)
    - Commencement of Business
  - Exercise
- Chapter 22 Memorandum of Association
  - Introduction
    - Purpose of Memorandum
    - Contents of Memorandum
    - Declaration for Subscription
    - Doctrine of Ultra Vires
  - Exercise
- Chapter 23 Articles of Association
  - Meaning of Articles
  - Contents of Articles
  - Registration of Articles
  - Alteration of Articles
    - Procedure for Alteration of Articles
  - Relationship Between Articles and Memorandum
    - Doctrine of Constructive Notice
    - Doctrine of lndoor Management
  - Exercise
- Chapter 24 Prospectus and Allotment of Securities
  - Introduction
    - Objectives of Prospectus
    - Meaning and Definition of Prospectus
    - Four Types of Prospectus
    - Contents of a Prospectus
    - No Need for Registration of Prospectus
    - Statement in Lieu of Prospectus
  - Meaning of Information Memorandum
    - Who may Circulate Information Memorandum?
    - Misleading Prospectus
  - What is a False or Untrue Statement
    - Who are Liable for Mis-statements in Prospectus?
  - Liabilities in Case of Mis-Statements
    - Civil Liability
    - Damages
    - Remedies Against the Promoters, Directors and Experts
    - Defences Available to Directors, etc.
    - Defences Available to Experts
    - Punishment under Section 447 of the Companies Act, 2013
    - Allotment of Securities by Company (Section 39)
    - Return of Allotment with Other Documents
  - Exercise
- Chapter 25 Share Capital and Debt Capital
  - Definition of Share
  - Kinds of Share Capital (Section 43)
    - Equity Share Capital
    - Definition of Sweat Equity Shares (Section 2(88))
    - Share Certificate: Section 46(1)
    - Contents of a Share Certificate
    - Duplicate Share Certificate
    - Preference Shares
    - Types of Preference Shares
  - Share Capital
    - Authorized Capital
    - Issued Capital
    - Subscribed Capital
    - Reserve Capital
    - Share Warrant
    - Stock Invest
    - Alteration of Share Capital
    - Reduction of Share Capital [section 66]
  - Debt Capital
    - Debenture
    - Debenture Stock
    - Issue of Debentures
    - Kinds of Debentures
    - Comparison between Shareholders and Debenture Holders
    - Distinction between Shareholder and Debenture Holder
  - Exercise
- Chapter 26 Corporate Governance
  - Introduction
    - Principles of Corporate Governance
    - Objectives of Corporate Governance
    - Corporate Governance Needs
  - The Role of Ownership Structures and Group Affiliation
    - The Corporate Governance of Banks
    - The Role of Institutional Investors
    - State-owned Firms
    - Family-owned Firms
    - Listing Agreement - Features
    - CEO / CFO Certification
    - Report on Corporate Governance
    - Compliance
  - Governance Manual
    - The Business Planning Process
    - Establish Team
    - Determine Overall Goals and Stakeholders
    - Carry out Research
    - Undertake Financial Analysis
    - Establish and Monitor Business Plan
  - Role of Auditors in Corporate Governance
  - Requirements to Strengthen Corporate Governance
  - Exercise
- Chapter 27 Company Directors
  - Director
    - Minimum Number of Directors
    - Maximum Number of Directors
  - Different Kinds of Directors
    - Role and Functions of Independent Director
    - Small Shareholders’ Director
  - Director Identification Number
    - Director to Intimate DIN
  - Number of Directorships
    - Punishment
  - Disqualifications for Appointment of Director
  - Appointment of Directors
    - Appointment of First Directors
    - Appointment of Directors at General Meeting
    - Appointment of Directors Other than those Retiring
    - Appointment of Nominee Director
    - Appointment of Directors by the Board
    - Appointment of Directors by Third Parties
    - Appointment of Directors by the Central Government
  - Powers of the Board of Directors
    - General powers of the Board [Section 179]
  - Duties of Directors
    - Statutory Duties
    - General Duties
  - Responsibilities of the Board of Directors
  - Resignation of a Director (Section 168)
  - Removal by Shareholders
    - Appointment of Another Director in Place of Removed Director
  - Exercise
- Chapter 28 Company Meetings
  - Introduction
    - Definition
    - Proper Authority to Convene a Meeting
    - Notice of Meetings
    - General Rules
  - Essentials of a Valid Meeting
    - Quorum
    - Rules Regarding Quorum in General Meeting
    - Chairman of Meetings
    - Voting through Electronic Means: [Section 108]
  - Agenda
    - Loophole Agendum
    - Preparation of Agenda
    - Chairman of a Meeting
    - Powers and Duties of Chairman
  - Classification of Meetings
  - Annual General Meeting [Agm] Section 96
    - Can an AGM be Adjourned?
    - When is AGM to be Held?
    - Extension of Time for Holding an AGM
    - Notice of Meeting
    - Quorum for Agm
    - Business Transacted at AGM
    - Duty of the Board of Directors to Lay Final Accounts
    - Annual Report of Directors
  - Extraordinary General Meeting [Egm] – Section 100
    - When EGM is Held?
    - Proper Authority for Convening an EGM
    - The Directors Themselves
    - The Directors on Requisition
    - The Requisitions Themselves
    - National Company Law Tribunal [NCLT]
  - Board Meeting / Directors’ Meeting
    - Authority to Convene Board Meeting
    - When is the Board Meeting Held?
    - Meeting of Board of Directors or Board Meeting [Section 173]
    - Notice for Board Meeting:
    - Time and Place of Board Meeting
    - Quorum of Board Meeting
    - Minutes of Board Meeting
  - Class Meetings
    - Class Meetings of Debenture Holders
  - Meetings of Creditors or Contributories
  - Resolutions
    - Meaning
    - Kinds of Resolutions
  - Resolutions Requiring Special Notice
    - Cases Where Special Notice is Required
  - Minutes [Section 118]
  - Reports
    - Statutory Reports
    - Non-statutory Reports
    - Distinction between Minutes and Reports
  - Exercise
Part VI Consumer Protection
- Chapter 29 Consumer Protection Act, 2019
  - Introduction
    - Significance of the Consumer Protection Act
    - Scope and Applicability of the Act, 2019
    - Rights of Consumers
    - Definitions
    - Who are not Regarded as Consumers?
    - Section 2 (9) “Consumer Rights” includes,
    - Complainant
    - Complaint
    - Goods [Sec 2(1)(i)]
    - Service [Sec. 2(1)(o)]
    - Appropriate Laboratory
  - Establishment of Consumer Protection Councils
    - Central Consumer Protection Council [Section 3]
    - State Consumer Protection Councils: [Section 6]
    - District Consumer Protection Council. [Section 8]
    - Powers and Functions of Central Authority [Section 18]
    - Power of Central Authority to Refer Matter for Investigation or to Other Regulator [Section 19]
    - Power of Central Authority to Issue Directions and Penalties against False or Misleading Advertisements: [Section 21]
  - Consumer Disputer Redressal Commission [Sections 28 To 73]
    - Jurisdiction of District Commission [Section 34]
    - Manner in which Complaint shall be Made [Section 35]
    - Proceedings before District Commission [Section 36]
    - Reference to Mediation [Section 37]
    - Findings of District Commission [Section 39]
    - Establishment of State Consumer Disputes Redressal Commission [Section 42]
    - Jurisdiction of State Commission [Section 47)
    - Procedure Applicable to State Commission[ Section 49]
    - Review by State Commission in Certain Cases
    - Hearing of Appeal [Section 52]
    - Establishment of National Consumer Disputes Redressal Commission [Section 53]
    - Jurisdiction of National Commission [Section 58]
    - Establishment of Consumer Mediation Cell [Section 74]
    - Settlement Through Mediation [Section 80]
    - Recording Settlement and Passing of Order [ Section 81]
  - Product Liability [Sections 82 To 87]
    - Exceptions to Product Liability Action
    - Offences and Penalties Sections 88 to 93
    - Punishment for Manufacturing for Sale or Storing, Selling or Distributing or Importing Products Containing Adulterant: [Section 90]
    - Judicial Decisions
  - Exercise
Part VII Negotiable Instruments
- Chapter 30 Negotiable Instruments Act, 1881
  - Introduction
    - Applicability
    - Objectives
  - Negotiable Instrument
    - Negotiable Instrument – Key Features
  - Presumptions as to Negotiable Instruments
  - Liabilities of Various Parties
    - Liability of Legal Representative
    - Liability of Drawer
    - Liability of Drawee of a Cheque
    - Liability of Maker of a Note and Acceptor of Bill
    - Liability of Endorser
    - Nature of Suretyship
    - Discharge of Endorser’s Liability
    - Effect of Forged Endorsement on Acceptor’s Liability
    - Liability of Acceptor of a Bill Drawn in Fictitious Name
    - Liability on Negotiable Instrument etc., made without Consideration
  - Discharge of Negotiable Instruments
    - Discharge of the Instrument
    - Discharge of One or More Parties
  - Types of Negotiable Instrument
    - Promissory Note
    - Specimen of a Promissory Note
    - Bill of Exchange (Section 5)
    - Cheque (Section 6)
    - Specimen of a Cheque
    - Truncated Cheque
    - Cheque in the Electronic Form
    - Bouncing of Cheques
  - Acceptance
    - Essentials of a Valid Acceptance
    - Negotiation (Sec 14)
    - Essentials to Become a Holder in Due Course
    - Who may Negotiate?
  - Endorsement
    - Different Types of Endorsement
  - Assignability
  - Instruments Payable on Demand
  - Payment in Due Course (Sec. 10)
  - Noting
  - Protest
  - Exercise
Part VIII GST And Customs Law
- Chapter 31 GST And Customs Law
  - Gst – Objectives, Features, And Legislative Framework
  - Direct Tax Revenue Collections
  - Indirect Tax Collections Including Gst
    - GST Revenue Generation in May 2022
    - Expenditure Highlights for 2020-21
    - Definition of GST
    - Objects of GST
    - Features of GST
    - Taxes Subsumed under CGST
    - Items not Subject to GST
    - List of Goods and Services Exempt
    - Dual GST in India - Features
  - Legislative Framework Of Gst
  - The Central Goods and Services Act, 2017
    - Definitions Contained in the CGST Act
    - Meaning of Aggregate Turnover [Section 2(6)]
  - Levy and Liability Under Gst, Gst and Impact
    - Levy of GST
    - Liability under GST
  - GST Council
    - GST Council - Functions
  - Goods and Service Tax Network (GSTN)
    - Impact on Goods and Services
    - Impact of Goods and Service Tax on Various Sectors
    - GST– Advantages
    - Changes in GST
  - Supply
    - Meaning of Supply
    - Supply - Definition
  - Schedule I Under CGST
  - Schedule I - Activities to be Treated as Supply Even if made Without Consideration
  - Schedule II - Activities to be Treated as Supply of Goods or Supply of Services
  - Schedule III - Activities / Transactions which Shall be Treated Neither as a Supply or Goods Nor A Supply of Services
    - Kinds of Supply
    - Liability for Payment of Tax on Goods
    - Liability for Payment of Tax on Services
    - Value of Taxable Supply
    - Meaning of Value of Supply of Goods/Services: {Section 15]
  - Mode of Making Payments
  - E-challan
  - Input Tax Credit
    - Meaning of Input Tax
    - Input Tax Credit - Meaning
    - Conditions and Eligibility to Obtain ITC
    - Utilisation of ITC
  - Registration Under Gst
    - Meaning of Registration under GST
    - Benefits of Getting Registration
    - Persons Liable to Register Section 22 of the CGST Act, 2017
    - Exemption from GST Registration
    - Issue of Registration Certificate
    - Effective Date of Registration
  - Refunds, Audit and Accounts Under Gst
  - Audit and Accounts Under Gst
    - Audit
    - Accounts and Records
    - Tax invoice, Credit and Debit Notes
  - Integrated Gst Act, 2017 and Union Territories Gst Act, 2017
    - Introduction to IGST, 2017
    - Objectives of IGST Act
    - Determination of Nature of Supply
    - Intra-state Supply
  - Union Territories Gst Act, 2017[Utgst]
    - Features of UTGST Act, 2017
  - Customs Duty
    - Objects of Customs Act
  - Customs House
    - Appointment of Officers (Sec. 3)
    - Appointment of Customs Station (Sec. 7)
    - Powers of Customs Officers
  - Types of Customs Duties
  - Assessable Value
    - Meaning of Transaction Value
    - Methods of Valuation for Customs
  - Duty Drawback
    - Goods Eligible for Drawback
  - Offences
  - Exercise
Part IX Intellectual Property Rights
- Chapter 32 Intellectual Property Rights
  - Intellectual Property
    - Meaning of Intellectual Property Rights
    - Characteristic Features of Intellectual Property
    - Need for Intellectual Property Laws
  - Types of Intellectual Property Rights
  - Designs
    - Application for Registration of Designs
  - Trade Marks
    - Trade Mark - Meaning
    - Trade Marks Act, 1999
    - Classification of Goods and Services
    - Protection of Trade Marks
    - Registration of Trade Marks
    - Term of Trade Mark
    - Renewal of Trade Mark
    - Infringement of Trademark
    - Defences in Infringement
  - Copyright
    - Meaning of Copyright
    - Term of Copyright
    - Ownership of Copyright
    - Procedure for Registration of Copyright
    - Rights of the Author
    - Rights of the Owner
    - Appeals
  - Geographical indications of goods
    - Geographical Indication
    - Goods
    - Indication
    - Prohibition of Registration
    - Register of Geographical Indications
    - Rights Bestowed on the Registered Proprietor
    - Action for Infringement
    - Other Important Provisions
  - Trade Secrets
    - Undisclosed Information
    - Trade Secrets – Types
    - Action for Violation
  - Patent Act, 1970
    - Significance of Patents
    - Basic Requisites of Patentability
    - Inventions not Patentable
    - Procedural Formalities for Registration of Patent
    - Infringement of Patents
    - Action for infringement
  - Semiconductor Integrated Circuits Layout Design Act, 2000
    - Meaning
    - Main Features
    - Layout Designs of an Integrated Circuit
    - Infringement
  - Exercise
- Chapter 33 World Trade Organisation
  - Major Legislations
  - TRIPs
  - TRIMs
    - Difficulties in Giving Protection to IPR
  - WTO
    - Objectives
    - Establishment of WTO
    - Scope of WTO
    - Functions of WTO
    - Functions of the General Council
  - Exercise
Part X Miscellaneous Legislations
- Chapter 34 Arbitration and Conciliation
  - Arbitration
    - Objectives of the Act
    - Essentials of Arbitration Agreement
    - Persons Eligible to Refer to Arbitration
    - Matters that can be Referred to Arbitration
    - Matters that cannot be Referred to Arbitration
  - Appointment of Arbitrator
    - Jurisdiction of an Arbitrator
  - Award
    - Essentials of Award
  - International Arbitration
  - Conciliation
    - Notice of Conciliation
    - Appointment of Conciliators
    - Functions of Conciliator
  - Exercise
- Chapter 35 Foreign Exchange Management Act, 1999 (FEMA)
  - Introduction
    - FEMA - Objects
    - Scope and Coverage of the FEMA
  - Key Definitions under FEMA
    - Residential Status
  - Current and Capital Account Transactions
    - Export of Goods and Services
  - Directorate of Enforcement [Sec.36]
    - Power of Search, Seizure, etc. [Sec.37]
    - Empowering Other Officers [Sec.38]
    - Penal Provisions
    - Adjudication and Appeals [Secs.16 to 35]
  - Exercise
- Chapter 36 The Securities and Exchange Board of India Act, 1992 (SEBI)
  - Establishment of SEBI
    - Objectives of SEBI
    - Management of SEBI
    - Departments of SEBI
    - Functions of SEBI
    - Powers of SEBI
  - Exercise
- Chapter 37 Cyber Law and Information Technology Act
  - Introduction
    - Scope and Applicability of the Act
    - However, the Act does not Apply to
    - Significance of the Act
    - Advantages of the Information Technology Act
  - Key Definitions Used in the Act
  - Digital Signature [Sec.3]
  - Electronic Governance [Sec.4]
  - Security Procedure [Sec.16]
  - Appointment of Controller and Other Officers [Sec.17]
    - Functions of Controller[Sec.18]
    - Recognition of Foreign Certifying Authorities [Sec.19]
    - Licence to Issue Digital Signature Certificates [Sec.21]
    - Application for Licence [Sec.22]
    - Disclosure
  - Cyber Appellate Tribunal
    - Certifying Authority to Issue Digital Signature Certificate [Sec.35]
    - Establishment and Composition of Cyber Appellate Tribunal [Sec.48 and 49]
    - Term of Office [Sec. 51]
    - Appeal to Cyber Appellate Tribunal [Sec. 57]
    - Appeal to High Court [Sec.62]
  - Exercise
- Chapter 38 Insurance Law
  - Introduction
  - Framework of the Law
    - The Insurance Act, 1938
    - Life Insurance Corporation Act, 1956
    - General Insurance Business (Nationalisation) Act, 1972
    - Insurance Regulatory and DevelopmentAuthority (IRDA) Act, 1999
  - Insurance
  - Important Definitions
  - Functions of Insurance
  - Duties and Rights of Insurers
    - Duties of the Insurers
    - Rights of Insurers
  - Principles of Insurance
  - Types of Insurance
    - Life Insurance
    - General Insurance
    - Fire Insurance
    - Marine Insurance
    - Miscellaneous Insurance
  - Exercise
Model Question Papers
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