Business and Corporate Laws

Dr. V. Balachandran; Dr. S. Thothadri

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Business and Corporate Laws

V. Balachandran, S. Thothadri

ISBN 9789395245456

Publication Date Mon Aug 01 00:00:00 UTC 2022

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This book Business and Corporate Laws is designed in two parts. The first part covers Business Law. The second part covers the important topics on Company Law.

Features:

 Extensive coverage of Law of Contract, Essential Elements of a Valid Contract, Classification of Contracts, Performance of Contract and Discharge and Remedies for Breach of Contract.

 In-depth coverage of Quasi Contracts, Contract of Indemnity and Guarantee, Bailment and Pledge, Contract of Agency and Sale of Goods Act.

 Includes text on Corporate Laws like Nature of a Company, Memorandum of Association and Articles of Association, Prospectus, SEBI Guidelines and Meetings.

Cover
Halftitle Page
Title Page
Copyright Page
Table of Contents
- Preface
Part - I BUSINESS LAW
- Chapter 1 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
  - Review Questions
- Chapter 2 Offer and Acceptance
  - Introduction
  - Proposal
    - Express Offer and Implied Offer
    - Specific or General Offer
    - Facts of the Case
    - Decision
  - 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
  - Review Questions
- Chapter 3 Consideration
  - Introduction
  - Definition
  - Types of Consideration
  - Essentials of Consideration
  - Privity of Contract
  - No consideration – No Contract
  - Review Questions
- Chapter 4 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
    - Convicts
    - Professionals
  - Review Questions
- Chapter 5 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
    - Fraud—Consequences
  - Misrepresentation
    - Essentials of Misrepresentation
    - Consequences of Misrepresentation
  - Mistake
    - Mistake of Law
    - Mistake of Fact
  - Review Questions
- Chapter 6 Legality of Object and Consideration
  - Introduction
  - Agreements against Public Policy
  - Review Questions
- Chapter 7 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
  - Agreements Contingent on Impossible Events [Sec. 36]
  - Agreement to Agree in Future
  - Illegal Agreement
  - Review Questions
- Chapter 8 Contingent and Quasi-contracts
  - Definition
  - Essentials of Contingent Contracts
    - Rules Regarding Enforcement of Contingent Contracts (Secs. 32 - 36)
  - Quasi-Contracts
    - Quantum Meruit
  - Review Questions
- Chapter 9 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
  - Review Questions
- Chapter 10 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
    - 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
  - Review Questions
- Chapter 11 Remedies for Breach of Contract
  - Introduction
  - Cancellation or Rescission
  - Restitution
  - Specific Performance
  - Injunction
  - Damages
    - General or Compensatory Damages
    - Special Damages
    - Nominal Damages
    - Exemplary or Vindictive Damages
    - Rules Regarding the Amount of Damages
    - Difficulty in Calculating Damages
    - Liquidated Damages and Penalty
    - Conditions Regarding Payment of Interest
  - Quantum Meruit
    - Contract not Enforceable
  - Review Questions
- Chapter 12 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
  - Review Questions
- Chapter 13 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
  - Review Questions
- Chapter 14 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
  - Review Questions
- Chapter 15 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
    - Subject-matter of Contract
    - 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
    - Ascertainment of Price (Sec. 9)
    - Agreement to Sell at Valuation (Sec. 10)
    - 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
    - Implied Condition as to the Mercantile Quality [Sec. 16 (2)]
    - Usage of Trade [Sec. 16 (3)]
    - Sale by Sample [Sec. 17 (1)]
  - Review Questions
- Chapter 16 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)
    - Stoppage in Transit
    - Rights of Unpaid Seller against the Buyer Personally
    - Auction Sale
  - Review Questions
Part - II COMPANY LAW
- Chapter 17 Nature of a Company
  - Company - Meaning
  - Company - Definition
  - Characteristics of a Company
  - Is Company a Citizen?
  - Lifting of Corporate Veil
  - Illegal Association
  - Kinds of Company
    - Classification of Companies
    - Association Not for Profit [Section 8]
    - One Man Company
  - Body Corporate
  - Special Privileges and Exemptions to a Private Company
  - Distinction between a Private Company and a Public Company
  - Distinction between Partnership and a Company
  - Advantages of Association Not for Profit Companies
  - Limited Liability Partnership (LLP)
  - Distinction between a Company and Limited Liability Partnership
  - One Person Company
  - Privileges Granted to One Person Company
  - Small Company
  - Privileges of a Small Company
  - Investment Companies
  - Producer Companies
  - Dormant Companies
  - Public Financial Institution
  - Review Questions
- Chapter 18 Formation of a Company
  - Introduction
  - Who is a Promoter?
  - Legal Position of a Promoter
  - Duties of Promoters
  - Remuneration of Promoters
  - Liabilities of Promoters
    - Liabilities under Companies Act
  - Pre-incorporation Contracts
  - Pre-registration Requirements
  - Registration / Incorporation of a Company
    - Types of Company
    - Situation of the Registered Office of the Company
    - Application for Availability of Name
    - Preparation of Memorandum and Articles of Association
    - Drafting of Memorandum of Association and Articles of Association of the Company
    - Stamping of Memorandum of Association and Articles of Association
    - Subscription to Memorandum of Association and Articles of Association
    - Power of Attorney
    - Additional Documents Required to be Filed
    - Statutory Declaration in Form No. INC 8
    - Payment of Registration Fees
  - Certificate of Incorporation
  - Allotment of Corporate Identity Number
  - Certificate of Commencement of Business
  - Distinction between Certificate of Incorporation and Certificate of Commencement of Business
  - Documents to be Filed with Registrar of Companies at the Time of Incorporation of a Company
  - Procedure for Conversion of Private Company into Public Company
  - Procedure for Conversion of Public Company into a Private Company
  - Review Questions
- Chapter 19 Memorandum and Articles of Association
  - Memorandum of Association - Meaning
  - Memorandum of Association - Definition
  - Purpose of Memorandum of Association
  - Contents of Memorandum of Association
  - Alteration of Memorandum of Association
    - Alteration of Name Clause
    - Alteration of Situation Clause
    - Alteration of Objects Clause
    - Alteration of Liability Clause
    - Alteration of Capital Clause
    - Alteration of Subscription Clause
  - Doctrine of Ultra Vires
  - Articles of Association - Meaning
  - Articles of Association - Definition
  - Importance of Articles of Association
  - Distinction between Memorandum of Association and Articles of Association
  - Registration of Articles
  - Form and Signature of Articles
  - Contents of Articles of Association
  - Alteration of Articles of Association
  - Doctrine of Constructive Notice
  - Doctrine of Indoor Management
    - Exceptions to the Doctrine of Indoor Management
  - Legal Effect of Memorandum and Articles of Association
  - Review Questions
- Chapter 20 Prospectus
  - Prospectus - Meaning
  - Prospectus - Definition
  - Is it compulsory for Every Public Company to Issue Prospectus?
  - Public Offer
  - Private Placement
  - Red Herring Prospectus
  - Shelf Prospectus – Section 31
  - Abridged Prospectus
  - Deemed Prospectus / Prospectus by Implication
  - Contents of Prospectus
  - Registration of Prospectus
  - Circumstances Under which Registration of Prospectus must be Refused
  - Mis-statement in Prospectus
  - Remedies for Mis-statement in Prospectus
    - Onus for Proof of Mis-statement
    - Remedies against the Company
    - Remedies against the Directors
  - Defences Available to Avoid Civil and Criminal Liability
  - Criminal Liability for Mis-statement in Prospectus
  - Review Questions
- Chapter 21 Shares and Share Capital
  - Share - Meaning
  - Share - Definition
  - Kinds of Share Capital
  - Equity Shares - Meaning
    - Shares with Differential Voting Rights
    - Conditions for Issuing Shares with Differential Rights
  - Preference Shares - Meaning
  - Types of Preference Shares
    - Participating Preference Shares
    - Non-participating Preference Shares
    - Cumulative Preference Shares
    - Non-cumulative Preference Shares
    - Redeemable Preference Shares
    - Irredeemable Preference Shares
    - Convertible Preference Shares
    - Non-convertible preference Shares
  - Distinction between Equity Shares and Preference Shares
  - Issue of Sweat Equity Shares
  - Conditions for Issue of Sweat Equity Shares
  - Inclusion About the Details of Sweat Equity Shares in Board’s Reports
  - Stock
  - Distinction between Shares and Stock
  - Raising of Capital by Issue of Shares
  - Formalities to be Complied while Issuing Public Issue of Shares
  - SEBI Guidelines for Public Issue of Shares
    - Eligibility Norms for an Unlisted Company for Making a Public Issue
    - Eligibility Norms for a Listed Company for Making a Public Issue
    - Filing of offer document
    - Application for Listing
    - Approval from recognised stock exchanges
    - Issue of Securities in Dematerialised Form
    - Documents to be Submitted Before Opening of the Issue
    - Draft offer document to be Made Public
    - Underwriters
    - Minimum subscription
    - Pricing of Issue
    - Price Band
    - Payment of Discounts/ Commissions, etc.
    - Freedom to Determine the Denomination of Shares for Public / Rights Issues and to Change the Standard Denomination
    - Promoter’s Contribution and Lock-in Period
    - Issue to be kept open
    - Issue opening and issue closing advertisement for public issue
    - Mandatory Collection Centres
    - Authorised Collection Agents
    - Compulsory Listing
    - Appointment of Compliance Officer
    - Abridged Prospectus
    - Agreements with Depositories
    - Minimum Application Size
    - Green Shoe Option
    - Book Building
    - Minimum Number of Days for Which Bid should Remain Open in Book Building
    - Floor Price in Case of Book Building
    - Basis of Allotment
    - Period Within the Refund Order/Allotment Advise should be Made
    - Time Limit to Get its Securities Listed
  - Issue of Securities at a Premium
  - Issue of Shares at a Discount
  - Share Certificate
  - Share Warrant
  - Distinction between Share Certificate and Share Warrant
  - Rights Shares
  - Guidelines for Issuing Rights Shares
  - Issue of Shares to Persons other than Existing Shareholders
  - Procedure for Issue of Rights Shares
  - Bonus Shares
  - Guidelines for Bonus Issue
    - Rights of FCD/PCD Holders
    - Out of Free Reserves
    - Revaluation reserves
    - Bonus Issue not to be in Lieu of Dividend
    - Fully Paid Shares
    - No Default in Respect of Fixed Deposits/ Debentures
    - Statutory Dues of the Employees
    - Time Limit for Completion of Bonus Issue
    - Provision for Capitalisation of Reserves in Articles of Association
    - Authorised Capital
    - Resolution for Bonus Issue
    - Return of Allotment
  - Procedure for Issue of Bonus Shares
  - Distinction between Rights Shares and Bonus Shares
  - Forfeiture of Shares
  - Surrender of Shares
  - Transfer of Shares
    - Time Limit for Transfer of Shares
  - Transfer of Shares in Depository Mode
  - Benefits of Depository System
  - Dematerialization of Shares
  - Procedure for Dematerialization of Shares
  - Re-materialization of Shares
  - Procedure for Re-materialization of Shares
  - Refusal by the Board to Register Transfer of Shares
  - Transmission of Shares
  - Distinction between Transfer of Shares and Transmission of Shares
  - Blank Transfer
  - Forged Transfer
  - Certification of Transfer
  - Share Capital - Meaning
  - Different Kinds of Share Capital
    - Authorized / Nominal / Registered Capital
    - Issued Capital
    - Subscribed Capital
    - Called Up Capital
    - Uncalled Capital
    - Paid Up Capital
    - Unpaid Capital
  - Alteration of Share Capital
  - Reduction of Share Capital
  - Notice by Tribunal [Section 66(2)]
    - Confirmation of Reduction of Capital
    - Publication of the Order of Tribunal
    - Deliver a Copy of Order of Tribunal to Registrar
  - Reduction of Capital without the Sanction of the Tribunal
  - Diminution of Share Capital
  - Reduction of Capital Vs Diminution of Capital
  - Lien on Shares
  - Lien Vs Forfeiture
  - Alteration of Share Capital Vs Reduction of Share Capital
  - Review Questions
- Chapter 22 Company Meetings
  - What is a Meeting?
  - Kinds of Meeting
  - Annual General Meeting
    - Time Limit for Convening the First Annual General Meeting
    - Time Limit for Conducting Subsequent Annual General Meetings
    - Extension of Time
    - Time and Place for holding Annual General Meeting
    - Notice of the Annual General Meeting
    - Purpose of Holding Annual General Meeting
  - Business Transacted at Annual General Meeting
    - Ordinary Business (Section 102)
    - Special Business
  - Default in Holding Annual General Meeting
  - Extraordinary General Meetings
  - Who may Call Extraordinary General Meetings?
    - Board of Directors
    - Board of Directors on Requisition
    - Requisitionists Themselves
    - Tribunal
  - Class Meetings
  - Meetings of Creditors and Debenture Holders
  - Meetings of the Board of Directors
  - Notice of the Board Meeting
  - Time and Place of Board Meetings
  - Agenda
  - Minutes of the Board Meeting
  - Quorum for Board Meetings
  - Requisites of a Valid Meeting
  - Quorum for General Meetings
  - Can One Member Constitute a Quorum?
  - Proxy
  - Form of Proxy
  - Voting and Demand for Poll
  - Chairman
  - Powers of Chairman
  - Duties of Chairman
  - Motion
  - Resolutions
  - Ordinary Resolution
  - Matters Requiring Ordinary Resolution
  - Special Resolution
  - Matters Requiring Special Resolution
  - Resolutions Requiring Special Notice
  - Circulation of Members Resolution
  - Minutes of General Meeting
  - Registration of Resolutions and Agreements
  - Adjournment of Meeting
  - Postponement of Meeting
  - Distinction between Adjournment and Postponement
  - Review Questions
  - Index

Registrar-in-Charge and Dean - Faculty of Management, Sr. Professor & Head, Department of Corporate Secretaryship, Alagappa University. He is a Fellow Member of the Institute of Company Secretaries of India, New Delhi. He has over 35 years of teaching and research experience. A prolific author, he has written books on GST, Office Management, Legal Aspects of Business, Economic and Other Legislations, Company Law and Secretarial Practice and Business Taxation.

Assistant Professor, PG & Research Department of Commerce, The New College (Autonomous), Chennai. He has over 22 years of teaching experience and is a prolific author of books on Business Law, Legal Aspects of Business, etc.

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